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Dave Hartley
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==================
Le Monde diplomatique
February 2000


AOL-TIME WARNER MERGER

The cyberdamned

by SERGE HALIMI



It is by no means certain that the "new economy" has given birth to the
race of entrepreneurs and workers lauded by writers in (cyber) business
journals. It is nice to imagine new men (for they are almost always
males), funny, flexible, friendly, easy-going libertarians, almost
Bohemians, gathered in a garage or council flat, scribbling a brilliant
idea on the back of an old envelope that will boost them from poverty to
cyber-billionaire status. And all thanks to money markets that are just as
fun-loving, friendly, Epicurean, deregulated and keen to break down class
barriers and privileges.

Well, maybe. A few weeks ago Management Today looked at the backgrounds of
the people behind Britain's 25 top startups. Did they go from rags to
riches? Apparently not. About the only thing they had in common was that
they came from well-to-do middle class families living in London's Notting
Hill" (1), which is not exactly a council estate.

As for their employees, they have become the cyber-damned. As yet the
expression is unusual, but the reality it describes is much more common.
Just turn your browser to Amazon, one of the flagships of the "dot.com"
economy. It was incorporated in 1995 and is already worth more than all
the major American bookseller chains put together. Its founder Jeff Bezos
owns over $4bn. The work of Amazon employees is less lucrative and a great
deal less creative. Several hundred, many young, unmarried and well
educated, work at the Seattle premises in gigantic landscaped offices
split into tiny, shared cubicles. With their head-sets plugged in and
their eyes glued to the screen they handle millions of e-mail orders a
year.

Some managers at Amazon refer to them as "electronic peasants", for when
they are on-line with a customer they are not supposed to show off their
literary skills. The focus in these modern times is on output: 12 e-mails
an hour and the sack for anyone who drops below seven and a half (2). On
the phone any conversation exceeding four minutes, in a voice that
according to a former employee "is supposed to be loud enough for the
customer to hear and quiet enough to keep from distracting cubical mates,"
earns the guilty party a warning.

"It's like Communist China under Mao," explains one of the new economy's
production-line workers, "you're constantly being pushed to help the
collective. If you fail to do this, you're going against your family. But
if this is a family, it belongs on the Jerry Springer show." Such
ingratitude in a company that is constantly organising events for its
workers - or devotees. Last September, for instance, there was a "Midnight
madness" keyboard marathon, humorously announced by an e-mail entitled
"You can sleep when you're dead". This irresistible game involved coming
to work at night to cope with as many outstanding cyber-orders as
possible. The winner received a princely $100 prize.

Richard Howard, a former employee, is dubious about the revolutionary
character of social relations in the new economy: "We basically did drone
work and had people breathing down our necks all the time. How
revolutionary is that? The only difference is that a lot of supervisors
had pierced ears and wore leather."

(1) See John Davison, "Internet whizzkids backed by rich parents", The
Independent, 8 January 2000.

(2) See Mark Leibovich, "Service Without a Smile", The Washington Post
National Weekly Edition, 13 December 1999.


Translated by Harry Forster


============

"In the new economy, scepticism is not a sign of intelligence. It is a
sin."


Le Monde diplomatique
February 2000


AOL-TIME WARNER MERGER

Poacher turned gamekeeper

by IBRAHIM WARDE * * Lecturer at the University of California, Berkeley,
and author, with Richard Farnetti, of Le modele anglo-saxon en question,
Economica, Paris, 1997.


The "merger" of America Online (AOL) and Time Warner, announced on 10
January, is the largest operation of its kind ever undertaken. This
alliance upsets the balance between the telecommunications, media and
internet industries, but above all it marks the start of a new era in the
relationship between the traditional and the new economy - between the
real and the virtual.

Despite the careful phrasing - the press release called it a "merger of
equals" - AOL has absorbed Time Warner. And yet in terms of turnover,
profits and workforce Time Warner is respectively five times ($26.6bn
compared with $5.2bn), two and a half times ($1.2bn as against $0.5bn) and
six times (70,000 compared with 12,100 workers) bigger than AOL. How did a
giant allow itself to be swallowed by a dwarf? In this type of undertaking
all that counts is market capitalisation. On the eve of the so-called
merger, AOL represented $143bn and Time Warner $111bn.

The balance of power will be reflected in the new company, which will
trade as AOL Time Warner, with AOL shareholders owning a 55% majority
share. It will be quoted on the stock exchange as AOL. The boss of AOL,
Steve Case, aged 42, will be its chairman, whereas the current head of
Time Warner, Gerald Levin, aged 60, will only be the company's chief
executive officer.

The contrast between the two components of the new group is striking. AOL
is a brand new company whose story is one of improvisation, crisis and
spectacular changes of fortune.

Two years ago Time Warner, a media giant with fingers in many pies, could
undoubtedly have added AOL to its hunting trophies. In December 1999, in a
move to keep up with its competitors - Disney, for instance, had taken a
share in the Infoseek portal - Time Warner set up a fund worth $0.5bn to
invest in the internet. But the top traditional media firm took into
account neither the stock market bubble nor the new financial mores. And
so the hunter fell prey to the hunted..

A revolution in stock market valuation occurred, by accident, in 1995,
when Netscape was floated. Until then an iron law required that companies
only go public once they had proved they were a going concern. At the very
least they had to line up four successive quarters in the black. But Jim
Clark, the founder of Netscape, was in a hurry, eager to pay for the
construction of the world's largest fully computerised yacht. The initial
public offering (IPO) was launched when the company was only a year old
and still running at a loss. The operation was a huge success. On the
first day of the IPO the price of Netscape shares rose from $6 to $24. A
few months later the company was still losing money but its shares were
worth $140.

In his biography of Clark, journalist Michael Lewis describes the frenzied
quest for the "new new thing" that will change the world. Paradoxically,
in a world governed by financiers who preach austerity to governments and
private individuals, the most appealing companies are not the ones that
make a steady profit but those developing a concept. These companies
address the following message to the markets: "The future will look
nothing like the present; ergo, you cannot determine our value by looking
at the present. You must close your eyes and imagine a new world."In the
new economy, scepticism is not a sign of intelligence. It is a sin (1)."

Farsighted or simply credulous investors sent virtual companies into
orbit. The day after its IPO, Priceline.com, which sells cut-price airline
tickets, was worth $11.7bn, more than any airline (2). Very young
companies are thus able to cut the ground from under the feet of
profitable, well established businesses that no longer interest the
market.

STOCK MARKET ROLLER-COASTER

The resulting distortions are amplified by another recent phenomenon. Many
sectors of the global economy are governed by the "winner-take-all"
principle. The old idea that a rising tide lifts all the boats no longer
applies. There are many candidates for superstar status but most of them
are left by the wayside (3).

The phenomenal rise in US stock prices conceals uneven results. In the
course of 1999 the shares of most companies quoted on the stock exchange
lost ground. The Nasdaq technology index has certainly increased by 85% in
a year, but over 65% of the prices quoted on this market have dropped by
30% or more (4). The explanation is simple enough: the indices are
supposed to be representative but they are also - and above all - a
showcase for star securities.

This way budding superstars in certain sectors benefit from a snowball
effect. The more their market value increases, the better their position
in relation to competitors. The "created value" enables them to make
massive investments (in advertising, for instance) and attract new
investors thanks to their performance.

The central questions of classical political economics are avoided or
trivialised. What constitutes "value" or "added-value"? Whatever the
market decides. To whom does this "value" belong?) The shareholders. So
while the dramatic ups and downs of the stock exchange are increasingly
disconnected from the real economy, they are causing major changes in its
structure.

The market value of AOL-Time-Warner has undergone some breathtaking
fluctuations since 10 January. When the merger was announced the
transaction was estimated at $350bn by the heads of the two groups. At
mid-day the combined value of their shares was only $280bn. Two days later
the market commercialisation of the two companies had fallen by no less
than $35bn (the total value of IBM stock in 1975, when it was the world's
largest corporation). So how much are AOL-Time-Warner shares really worth?
According to the experts the right price is somewhere between $34 and
$114. That is quite a range. It is certain to whet the appetites of other
sharks in the new economy.



(1) Michael Lewis, The New New Thing: A Silicon Valley Story, W.W. Norton,
New York 1999.

(2) See Ibrahim Warde, "The rise and rise of the Dow", Le Monde
diplomatique, English edition, October 1999.

(3) Robert H. Frank and Philip J. Cook, The Winner-Take-All Society, New
York, Free Press 1995.

(4) The Washington Post National Weekly Edition, 3 January 2000.

Translated by Harry Forster



______________________________________________________________



Le Monde diplomatique
-----------------------------------------------------

February 2000


AOL-TIME WARNER MERGER

Internet feeding frenzy
_________________________________________________________________

Hype about the wonders of the "new economy" is flooding Europe from
the United States. This is supposed to break down social barriers and
change the status quo. Yet inequality is greater than ever. It is the
rich that are mainly profiting from expansion and the most powerful
economic groups that dominate. The AOL-Time Warner merger is
confirmation of this trend, aiming to turn the web into a giant
virtual supermarket in an endless pursuit of customers. The deal
threatens to erode the internet and, with it, the multiplicity and
independence of information sources.

by DAN SCHILLER *
* Lecturer at the University of California, San Diego.

_________________________________________________________________

It is hard to overstate the impact of the merger between the online
giant, America Online (AOL), and the media leviathan, Time Warner. The
transformation of the information media into sales machines targeting
consumers will become a bit clearer.

The story behind this deal is a tangled knot of speculative finance,
new media development, and business experimentation on a societal
scale. It is a story of how AOL figured out a means of commercialising
online services and thereby ascended to profitable dominance; how, in
that process, AOL's stock price rose to stratospheric heights, in turn
fuelling the company's ability to grow still larger; and how, with its
$165bn acquisition of Time Warner, the company is now in a position to
turn the once-independent internet medium into a cornerstone of the
mainstream media system.

Let's go back ten years. In the year before Time Inc and Warner
Communications (each already a top media concern) merged in 1989, the
former was a $4.2bn diversified publisher, the latter a $3.4bn media
conglomerate. For its part, AOL's corporate ancestor, a company called
Quantum Computer Services, displayed only a strategic orientation
toward the nascent online services market and a spotty record of
missteps and false starts; Quantum's net worth was trifling (1).

Then came the web. As the internet transformed from a tightly bounded
system sustained by the United States military-industrial complex into
an explosively expanding general-purpose medium, AOL recognised a
breakthrough opportunity. Through carpet-bomb marketing campaigns; a
growing range of proprietary services, including chat rooms, virtual
communities, email, and extensive proprietary content often gained
through partnerships; and a strategic cross-promotion deal that gave
it a place on the Microsoft Windows start-up screen, AOL successfully
pitched itself to millions of novices as the easiest means of going
online.

The proprietary nature of the AOL model requires special emphasis, for
its system was and is not based on the open internet. True, its
network provides a gateway to the web, but this access, available only
via AOL's proprietary dial-up system, is "almost incidental and
usually carefully choreographed." Indeed, because AOL's 20 million
subscribers spend 84% of their growing time online using AOL's inhouse
content and services and just 16% on the internet, AOL, for its user
base, effectively is the net.

Unlike most consumer internet companies, AOL's proprietary online
service not only brought in substantial revenues but also regularly
showed a profit - mainly as a result of monthly charges to users, but
increasingly also from fees paid by other companies hungry to
advertise and sell to AOL's swelling band of subscribers. The
fantastic run-up in US internet stocks during the 1990s not
surprisingly turbocharged AOL into the leading web company: its
volatile share price has risen a spectacular 800 times since 1992 and,
on the eve of the merger, the company enjoyed a capitalisation of
$143bn- as against $111bn for Time Warner. In other words the market
value of the new entity was 60% of the gross domestic product of
Spain.

Incomprehensible sums are now needed to purchase the top online
companies like AOL, Yahoo or Amazon.com and eBay. Lacking access to
the stock market funny money that functions as cyberspace's dominant
currency for mergers and acquisitions, even the largest conventional
media conglomerates could hardly hope to seize control of cyberspace's
most-visited independent sites and have been relegated to second-tier
status on the web.

AOL's takeover of Time Warner decisively turns the tables regarding
deals between offline and online companies. For the first time an
internet-related company is attempting to demonstrate that its stock
is usable not only in cyberspace, but also in the offline world. It
remains unclear whether AOL's shareholders will accept this move. In
fact AOL is accepting a lesser share of the combined company than
would be warranted by its valuation alone (suggesting that it may be
overvalued). The merger is, however, structured to be highly
favourable for AOL: Time Warner will provide four-fifths of the
combined company's projected revenues, AOL will have 55% of its stock.

CROSS-MEDIA DIVERSIFICATION

To understand the substantive import of this watershed event, we must
turn to the AOL-Time Warner deal's structural logic. What lies behind
this attempt to integrate the web more fully into the arsenal of
existing media content and distribution channels, and what may it
portend for a relatively open and independent internet?

It has been plain for some time that the internet portends an
immediate competitive threat to every existing consumer medium, from
newspaper, book, and magazine publishing, to film and recording, to
radio and television. As a media conglomerate, Time Warner thus has
been paradoxically rendered vulnerable, liable to simultaneous
depredations on many fronts. In an earlier memo to the executive who
would help lead his company's negotiations with AOL, Time Warner CEO
Gerald Levin responded to this strategic danger by calling for the
"digital makeover of all Time Warner" (2).

AOL's strategy was different from that of Time Warner. Another
communications industry behemoth - AT&T - recently put up $110bn to
make twin purchases (the second not yet complete) of two of the
largest US cable television companies. AT&T declared that it would
upgrade its new cable system units, and use them to furnish consumers
with a comprehensive range of services. The intent here was clear, at
least in theory: to claim the largest possible slice of the estimated
$100-$150 middle-class households spend each month on cable TV, local
and long-distance telephone service, and internet access (3). A
companion deal with AOL's top rival, Microsoft, was forged to supply
AT&T with the set-top box software that will be used to run this
complex of services.

AOL could not fail to view AT&T's emerging cable strategy as alarming.
This was because AT&T planned to offer highspeed, or "broadband,"
internet service through exclusive contracts with its own
partially-owned subsidiary; would-be rival providers - including AOL -
could be reached only if subscribers to AT&T's new broadband cable
service agreed to pay a surcharge. AOL therefore faced the danger of
being locked out of full participation in the next generation of
consumer internet services. Buying Time Warner neatly solved the
problem, by assuring AOL of access to the second largest US cable
company, with its 13 million households and its strategic centrality
to the broadband future of the entire cable industry. It likewise
solved Time Warner's digital media difficulties by affording a
dramatic expansion of the combined company's scope of action.

The deal can be expected to expedite the integration of Time Warner's
prized Time Magazine and its music, film and television assets with
AOL's dominating digital platform. "The network for the new millennium
is a multimedia product offering moving ideas across platforms, online
and offline," says one unaligned executive (4). This was spectacularly
confirmed on 23 January when Time Warner stated its wish to take over
EMI - the fifth biggest music company and the only one not yet linked
to a transnational conglomerate.

EQUIPMENT FOR LIVING

Time Warner and AOL certainly have great ambitions. Steve Case, CEO of
AOL, has attempted to frame the merger as one that will make the
internet "a mass medium [by] becoming part of the everyday habits of
ordinary consumers" (5). The gap between the web today and the
equipment for living imagined by Case remains wide. But AOL is intent
on spanning it. The object is to use broadband cable to turn online
service into a profit-making utility on tap in the home 24 hours a
day, seven days a week. This will permit online services and
transactions to be interwoven through the (middle class) quotidian, as
not only entertainment and information, but also personal finance,
shopping, home security, and even domestic appliances are made to
acquire a networked dimension.

But what Case calls the "AOL Anywhere" strategy also extends beyond
the household. AOL has struck a deal with Wal-Mart, the gargantuan
US-based retail chain, to furnish online access via in-store
electronic kiosks to 90-100 million Wal-Mart shoppers a week. More
complex and ambitious are efforts, by AOL among others, to provide
wireless internet content and services, from email and stocks quotes,
news and weather updates to a raft of new "Third Generation" services,
via mobile phones, pagers and personal digital assistants. The aim,
across this breathtaking range, is to deepen and extend the commercial
media's quintessential function - selling.

Advertisers have been worrying for a generation about how to respond
to the audience fragmentation that is occurring as new media
proliferate. Their complaints grew shrill with the explosive
ascendance of the internet. This was because the net not only extended
the ongoing process of audience fragmentation, but also threatened to
help the high-income consumers who constitute advertisers'
most-desired audiences to drift entirely out of range of their sales
pitches throughout significant chunks of the day and night. What could
consumer product sponsors such as Procter & Gamble or Unilever hope to
do?

One favoured response has been "integrated marketing" - the strategic
deployment of cross-media advertising campaigns and related
market-research services. The tactic is especially beholden to some of
the leading media conglomerates, whose own formation was prompted in
part by the same trend toward audience fragmentation. Diversified
media companies like News Corporation and CBS can track consumers
across individual media frontiers and offer major advertisers access
to a whole array of media platforms on which to stage the sales
effort: not just broadcast television, but also cable, magazines and
films.

The AOL-Time Warner merger brings cyberspace directly within the ambit
of these integrated marketing initiatives. As Michael Wolf, a
prominent US management consultant to media businesses suggests: "any
company that advertises its products has to assemble an overall media
plan that includes niche cable channels, local radio, internet
portals, special-interest magazines, and more" (6). How better to
assimilate cyberspace into this panoply of marketing channels than by
harnessing AOL, the most developed commercial online service of all?

Los Angeles Times journalist Gary Chapman observes that AOL is already
"saturated with ads, product placements and 'branded content' or
'info-tainment' provided by familiar corporate sources. AOL is
essentially a virtual shopping mall with e-mail and web access thrown
in. Like a mall, AOL controls who gets to display their goods, who can
shop there and how, where the advertising goes and what it looks like"
(7).

The merger with Time Warner accelerates all this to warp speed.
Business commentators are positively slavering over the combined
company's ability to "deliver the customer on a one-to-one basis" to
advertisers and marketers, since web portals can collect personal
information much more easily than conventional TV sets can. Given
these heightened abilities to segment and target audiences, AOL's
abysmal record in regard to individual privacy rights is not an
auspicious sign - especially because the merged company, as a global
force, will presumably want to transmit audience data across national
borders.

Moreover AOL and especially Time Warner have been at the forefront of
culture industry transnationalisation. AOL has partnered with numerous
leading media companies throughout Europe (including Bertelsmann) and
Latin America. Time Warner's transnational business activities are
already legion - and growing fast. Its CNN unit, for example, is
accessible around the globe, and has kept its audience in the face of
mounting competition by successfully regionalising its programming.
Indeed, a significant portion of the growing body of "local" cultural
expression can be traced back to Time Warner and fellow transnational
media companies. In some nations, as much as 70% of CD sales come from
local performers.

As Fortune magazine explains, "five global companies - Sony, Warner,
Universal, Bertelsmann, and EMI - dominate the local scene as
effectively as they deliver the international hits. That gives them
two revenue streams - exports and local artists." Time Warner
president Richard Parsons says: 'Twenty years from now, that [local
production/global export] model is going to proliferate across the
spectrum of things we do" (8).

The Wall Street Journal concedes straightforwardly that the AOL-Time
Warner combination "raises the spectre that US companies will dominate
important sectors of the new global economy by sheer size even before
many people in the world go online for the first time" (9).

But the domination by US-based internet/media companies will grow out
of not only brute economic might, but also the commercial policies
that continue to make cyberspace a unique global free-trade zone. Days
after the merger was announced, the Canadian authorities suggested
that restrictions requiring that 35% of music played on radio and 60%
of shows aired on television be Canadian might need to be relaxed. The
country's Radio-television and Telecommunications Commission now
contemplates loosening its domestic content rules for television and
radio broadcasters, if the latter are found to be at a competitive
disadvantage against new media produced in the US and distributed to
Canada over the internet. After such an abdication, can anyone truly
expect the US-based media leviathans - with a merged AOL-Time Warner
at their head - to resist temptation?

Media history is littered with rosy forecasts - and bleak realities.
The internet's decentralised structure makes a fully-fledged takeover
of the medium by any one company impossible. But the current deal
suggests this may not matter much. By accelerating the prevailing
trend toward cross-media gigantism, it may sound a death knell for an
open and independent internet.


(1) See Robert W. McChesney, Rich Media, Poor Democracy, Urbana,
University of Illinois Press, pp. 19-20; Kara Swisher,
Times Business, New York, 1998, pp. 54-55.

(2) Steve Lohr and Laura M. Holson, "Price of Joining Old and New Was
Core Issue in AOL Deal," New York Times, 16 January 2000.

(3) G. Christian Hall and Laura Landro, "Does Everybody Have to Own
Everything?" Wall Street Journal, 12 January 2000.

(4) Stuart Elliott, "The AOL-Time Warner deal changes everything for
those who move, and buy, in media circles," New York Times, 11 January
2000; Kathryn Kranhold and Matthew Rose, "Multimedia Ad Packages May
Be Offered," Wall Street Journal, 11 January 2000.

(5) Steve Lohr, "Medium for Main Street," New York Times, 11 January
2000

(6) Michael J. Wolf, The Entertainment Economy, Times Books, New York,
1999, pp. 106-107.

(7) Gary Chapman, "AOL-Time Warner Merger Could Steer Internet Down
Wrong Road," Los Angeles Times , 17 January 2000.

(8) Frank Rose, "Think Globally, Script Locally," Fortune, 8 November
1999.

(9) Charles Goldsmith, William Boston, Pamela Druckerman and Robert
Frank, "World Looks Much Smaller From Abroad," Wall Street Journal, 11
January 2000.

Original text in English



=================================


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