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- <text id=93TT2235>
- <title>
- Dec. 20, 1993: A Question Of Value
- </title>
- <history>
- TIME--The Weekly Newsmagazine--1993
- Dec. 20, 1993 Enough! The War Over Handguns
- </history>
- <article>
- <source>Time Magazine</source>
- <hdr>
- BUSINESS, Page 47
- A Question Of Value
- </hdr>
- <body>
- <p>Barry Diller wins a crucial court victory, but has the bidding
- battle made Paramount overpriced?
- </p>
- <p>
- By John Greenwald--Reported by Thomas McCarroll/New York and Jeffrey
- Ressner/Los Angeles
- </p>
- <p> The meeting crackled with all the tension of a scene from Barbarians
- at the Gate. Two months before the battle for Paramount Communications
- lit up Hollywood and Wall Street this fall, Paramount chairman
- Martin Davis summoned Barry Diller to a lunch at Paramount headquarters
- in New York City. The two men had rarely spoken since Davis
- forced out Diller as head of Paramount's film studio a decade
- ago. Now Davis demanded to know whether Diller's QVC shopping
- network was planning a takeover bid for Paramount. Diller none-too-ingenuously
- denied it. According to Diller, Davis then ended the meal by
- shouting out, "I know you're coming after me!"
- </p>
- <p> Diller did come after him, topping and then topping again the
- friendly offers from MTV-owner Viacom that Paramount had accepted.
- And in a ruling that Davis had clearly dreaded, the Delaware
- Supreme Court last week upheld a lower-court decision that ordered
- Paramount's board to give serious consideration to Diller's
- bid of $10.1 billion, or about $85 a share at recent market
- prices, along with Viacom's offer of $9.5 billion, or about
- $79.35 a share. The ruling struck down the defenses that Paramount
- and Viacom had erected against competing bidders and, in effect,
- placed Paramount on the auction block.
- </p>
- <p> In the excitement of the moment, some Wall Street watchers speculated
- that new bidders might come forward and push the price of Paramount
- as high as $100 a share. But many experts on corporate value
- argue that Paramount is already overpriced at its current level.
- According to court papers in the case in Delaware, John Malone,
- the chairman of cable-TV giant Tele-Communications Inc., testified
- in a deposition that "one would have a hard time paying more
- than $75 a share" for Paramount. Malone is no casual observer:
- he reportedly offered Davis $70 a share for Paramount three
- years ago. Malone had also backed Diller's bid for Paramount
- through TCI's Liberty Media programming unit before Liberty
- agreed to sell its 22% stake in QVC last month.
- </p>
- <p> What is Paramount really worth? To establish a price range,
- analysts tot up the cash flow produced by each of the company's
- lines of businesses and divide the result by Paramount's 118
- million outstanding shares. The major holdings include Paramount
- Pictures (Wayne's World 2, Addams Family Values), the company's
- Simon & Schuster (now Paramount Publishing) book-publishing
- arm and Madison Square Garden. Running those numbers, Jessica
- Reif, an analyst at Oppenheimer & Co., has put the value of
- Paramount as low as $60 a share. (The stock closed at 81 1/8
- last week after the Delaware court ruling.)
- </p>
- <p> But the question of value is ultimately in the eye of the beholder.
- "The conventional wisdom on the street is that Paramount is
- way overpriced," says J. Kendrick Noble Jr., who runs his own
- media consulting firm. "But here you have enormous egos who
- think they can work wonders with this company; so anything goes."
- Sometimes the egos get it right: Wall Street hooted at Ted Turner
- for paying $1.2 billion for the MGM film library in 1986, but
- today that price is considered a bargain.
- </p>
- <p> Paramount said its board would meet to set up a procedure to
- consider bids from all interested parties. So unless Viacom
- chairman Sumner Redstone decides to raise his bid, his company
- could be the loser. Diller, who watched the hearing on television
- from QVC's West Chester, Pennsylvania, offices, said he was
- "delighted" with the ruling. "Obviously he's very happy," said
- designer Diane von Furstenberg, a confidant. Yet neither she
- nor Diller was ready to declare final victory in the Paramount
- struggle. "Nothing is ever a fait accompli in life," Von Furstenberg
- said. "Only the future will tell. But so far, so good."
- </p>
-
- </body>
- </article>
- </text>
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