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Commentary > The Bottom Line  
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Network Associates' shell game
The bid to buy back McAfee.com may benefit bankers more than investors.
March 18, 2002: 6:19 PM EST
By Adam Lashinsky, CNN/Money Contributing Columnist

SAN FRANCISCO (CNN/Money) - There's a reason journalists tend to question what corporations tell them -- it's because the message changes so darn often. In short, it's fair to assume that when a company puts its stake in the ground, that stake will be moved as soon as the CEO can get away with it.

Take the case of Network Associates, which on Monday announced an offer to buy back the stake in McAfee.com it had spun out in 1999 at the height of the dotcom boom. At the time, there was the promise you often hear with such spin-outs -- that the sum of the parts would be greater than the whole.

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To understand what went on, first you need a little history. McAfee, developer of an extremely successful anti-virus software, had a huge run in the mid-1990s, and then merged with Network General in 1997 to create Network Associates.

Network Associates then went on a spending spree, developing and acquiring other security-related enterprises, including MyCIO.com (whose software helps companies detect hackers) and PGP (which stands for Pretty Good Privacy). The idea was to invest in and nurture these companies and eventually spin them off in big-time IPOs. (At the time, I commented on the strategy in Fortune -- click here for more.)

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McAfee.com (MCAF: up $3.91 to $19.45, Research, Estimates) was the first (and only) experiment with this strategy, and its 1999 public offering, at $12 a share, was a smashing success by any standard. The stock traded near $60 in those heady days and as recently as January it topped $40, before announcing slowing subscriber growth. The stock tanked, and as of last Friday was trading for $15.50.

Now comes the Network Associates shifting message. "Through their ownership of Network Associates shares, McAfee.com stockholders will have the opportunity to continue to participate in McAfee.com's business as well as Network Associates' ongoing new product roll-outs and strategic business initiatives," said CEO George Samenuk.

Wait a second. What about the supposed benefits of separate companies? Well, that appears to have benefited mainly the investment bankers, who spin and then re-spin these things, as well as the dotcom employees, who get to sell options in the soon-to-be formerly independent company.

Network Associates said Monday it hadn't discussed the tender offer with McAfee.com's board and that CEO Samenuk as well as Chief Financial Officer Stephen Richards, who sit on the dotcom's board, won't participate in deliberations regarding the offer. That raises some tantalizing questions. Is Network Associates acting now because it knows McAfee.com's business is getting weaker? Or did it patiently wait for the stock to fall knowing that strength will return?

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Investors think the latter is true. Network Associates is offering $18.64 for each McAfee.com share it doesn't own, a 20 percent premium over Friday's closing price. But McAfee.com's shares traded as high as $19.74 Monday, a 6 percent premium over the premium. That indicates either that investors expect Network Associates to sweeten the pot or that McAfee.com will do particularly well returning by to the fold.

Network Associates certainly will clarify things...next time it moves the stakes.


Send e-mail to Adam at adam_lashinsky@timeinc.com.

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