MARCH 18, 2009, 12:18 P.M. ET

IBM in Talks to Buy Sun in Bid to Add to Web Heft

By MATTHEW KARNITSCHNIG, WILLIAM M. BULKELEY and JUSTIN SCHECK
Wall Street Journal

http://online.wsj.com/article/SB123739269129772155.html#mod=testMod


International Business Machines Corp. is in talks to buy Sun 
Microsystems Inc., people familiar with the matter said, a combination 
that would bolster IBM's heft on the Internet, in software and in 
finance and telecommunications markets.

The two companies have a common interest in that both make computer 
systems for corporate customers that aren't reliant on Microsoft Corp.'s 
Windows software, and their product lines are less dependant than 
rivals' on Intel Corp.'s microprocessor technologies. The two companies 
are also strong supporters of open-source Linux and Java software.

People familiar with the matter cautioned that, while talks are under 
way, a transaction might not occur and that the talks could fall apart. 
Ian Colley, a spokesman for IBM, declined comment on questions about any 
talks with Sun. A spokesman for Sun didn't return calls requesting comment.

If the deal does go through, which could happen as early as this week, 
IBM is likely to pay at least $6.5 billion in cash to acquire Sun, the 
people said. Including $1.4 billion in cash on Sun's balance sheet, the 
total deal value would be about $8 billion, or about $10 to $11 a share. 
That would translate into a premium of more than 100% over Sun's closing 
price Tuesday.

A combination would require melding companies with distinct, dissimilar 
cultures. IBM, an East Coast stalwart that helped invent the computer 
industry, grew up with a button-down style and a philosophy of 
delivering what customers want. Sun, which grew up in the go-go 
environment of the 1980s in Silicon Valley, is an engineering-driven 
maverick with a record of major innovations that has lately struggled to 
profit from them.

Once the quintessential highflying startup under Scott McNealy, one of 
the tech sector's most outspoken chief executives, the company started 
in computer workstations and morphed into a major seller of server 
systems during the Internet boom.

But the company has struggled since the dot-com bust, jumping late on 
the trend of low-cost servers that use chips from Intel and Advanced 
Micro Devices Inc. Mr. McNealy's pony-tailed successor, Jonathan 
Schwartz, has driven the company to focus more on innovations in 
software and data storage. But Sun shares have plummeted over the past 
year, battered by its reliance on sales of high-end machines and 
customers in the financial sector, which experienced the economic slump 
earlier than other parts of the economy.

In recent months, Sun has approached a number of large tech companies in 
the hopes of being acquired, said people familiar with the matter. The 
world's largest tech company, Hewlett-Packard Co., declined the offer, 
said a person briefed on the matter. A spokesman for Dell Inc., the 
world's third-largest server maker, declined to comment.

Any transaction would strengthen IBM's position against rival H-P. It 
could be the largest acquisition in IBM's history, surpassing the 
acquisition of Cognos Inc. last year.

The deal would mark a sharp break from IBM's recent past. It has been 
buying software companies and a few service companies in recent years. 
But it has been selling off hardware operations such as its 
personal-computer business. IBM gets more than half its revenue from 
services, and services and software provide the bulk of its profits. 
Acquiring Sun would make hardware close to one third of its revenue.

IBM has worked hard in recent years to boost its profit margins, and its 
profits exceed those of the larger H-P. But buying Sun, which reported a 
$209 million loss for the second quarter ended in December, would hurt 
IBM's profitability. It would have to slash the combined companies' cost 
base sharply to gain a favorable reception for the deal from investors.

Acquiring Sun would bolster IBM as it takes on a new rival, Cisco 
Systems Inc., the networking company, which this week announced that it 
would start selling a server of its own. On Monday Cisco chief executive 
John Chambers said that Cisco would continue to work with IBM despite 
the fact that the companies would be competing head-to-head on servers. 
A Cisco spokesperson declined to comment on a potential acquisition of 
Sun by IBM.

The deal furthers a recent pattern of consolidation in the tech industry 
around the services, hardware and software used to run data centers, the 
big computing rooms that store and process information.

H-P over the past few years has acquired software companies to expand 
its offerings for managing data centers. And last year H-P bought 
services giant Electronic Data Systems Inc. for more than $13 billion, 
putting it into direct competition with IBM on IT outsourcing services.

Along with companies like IBM and Cisco, Dell, which specializes in 
selling low-priced servers, has been expanding its portfolio. It now 
offers its own data-center software and some services.

By making a bid for Sun, IBM may be acknowledging the necessity of 
competing in hardware, despite its slim profit margins. In recent years, 
Dell and H-P have been pushing server prices down, and servers, like 
PCs, have increasingly become commodities.

The deal would strengthen IBM's position as the world's largest server 
maker. According to the research firm IDC, IBM had 31.4% of the market 
last year; H-P was second with 29.5%, and Dell third with 11.6%. Sun 
ranked fourth, at 10.6%.

In recent years, the market for servers has shifted from the huge, 
custom-built "mainframes" that IBM dominates to vast numbers of 
standardized computers. By pushing standardized servers, H-P has made 
inroads on IBM. In the meantime, Sun has suffered, as its strategy of 
using its own operating system on standardized software has failed to 
propel new growth.

The deal could face regulatory hurdles. IBM and Sun make many 
overlapping products, and the two of them have dominant market shares in 
servers that run the Unix operating system. The two companies also have 
overlapping products in areas that include software and tape storage 
systems.

President Barack Obama's choice to be the next anti-trust chief at the 
Department of Justice, Christine Varney, has said that she would take a 
different approach than the previous administration, which was widely 
viewed as more open to such mergers.

-- 
================================
George Antunes, Political Science Dept
University of Houston; Houston, TX 77204 
Voice: 713-743-3923  Fax: 713-743-3927
Mail: antunes at uh dot edu

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