Kirk Kerkorian, the crafty 86-year-old billionaire dealmaker, suddenly has another suitor for his Metro-Goldwyn-Mayer Inc. movie studio, with Time Warner Inc. bidding to derail an offer from Sony Pictures Entertainment.
Sony, whose summer blockbuster "Spider-Man 2" hit theaters Wednesday, made a $5 billion cash bid to buy MGM and its highly coveted 4,000-film library in April and entered into an exclusive negotiating agreement.
But Sony has been unable to complete the deal, though the company said it remains committed to buying MGM. That opened the door for rival entertainment giant Time Warner to make its cash-and-stock bid for MGM, of which Kerkorian controls 75 percent.
None of the companies would comment publicly on their interest, but a Time Warner executive said privately that the company would not be gulled into a bidding war and would not match Sony's $5 billion bid. Robert C. Wright, head of General Electric Co.'s NBC Universal, has also said he is interested in MGM's film library but has not bid for it.
At MGM's shareholders meeting on Tuesday, chief executive Alex Yemenidjian acknowledged that the Time Warner bid gives MGM "more strategic alternatives available to us than we realized."
The question for all the companies is where MGM would best fit.
Unlike the other major studios, MGM does not make very many movies and almost no big-budget ones, although it is home to franchises such as James Bond and the Pink Panther. The studio was struggling financially when Yemenidjian took over as chief executive in 1999 and now concentrates on small-budget films that can be easily sequelized, such as "Barbershop," which spawned "Barbershop 2" and the upcoming "Beauty Shop."
Sony and Time Warner's Warner Bros. are both in the business of making $200 million major releases and could neatly fold in MGM's filmmaking assets -- or close them.
"If [Time Warner] bought MGM, we believe they would essentially shutter MGM's new production, and purely harvest the library cash flow [and] production franchises (like Bond) as well as exploit the developing international movie channels MGM has created," the investment research firm Fulcrum Global Partners LLC wrote in an analysis of the MGM-Sony-Time Warner activity yesterday.
The appeal of MGM is not its ability to produce movies. It doesn't even have a movie lot of its own; an upcoming remake of "The Pink Panther" starring Steve Martin is being shot on other lots in Los Angeles. When Sony and Time Warner look at MGM's library, they think "DVD" and drool.
Warner Bros., under former technological guru Warren Lieberfarb, essentially invented the DVD and has the world's most far-reaching DVD distribution system. Now that home-viewing rental and sales (VCR and DVD) account for more revenue than box-office receipts, Time Warner and Sony would both love to get their hands on MGM's film library, transfer its contents to DVDs and sell it to the world. When high-definition DVD becomes widespread in a few years, a company could repeat the process and sell the same library all over again.
Sony has about 3,500 films in its Sony, Sony Classics and Columbia Tristar libraries. An MGM purchase would give Sony about 7,500 titles. Time Warner has 6,600 titles on its Warner Bros. and New Line Cinema shelves. If Time Warner bought MGM, it would have the industry's largest library with more than 10,000 titles.
Time Warner owns about 25 percent of the DVD market, with Sony at 12 percent and MGM at 9 percent, according to company reports.
Time Warner has a significant distribution advantage over Sony. Time Warner has a television network, the WB, that could show MGM movies. Time Warner also has dozens of cable channels, such as HBO, Cinemax, TBS and Turner Classic Movies, that could be pipelines for MGM movies.
"A lot of Time Warner's cable networks are skewed toward male demographics, and that tends to favor many of the films in MGM's library, like James Bond," said Michael A. Kupinski, a media analyst for A.G. Edwards & Sons Inc. Warner Bros. also has "a vast distribution network for theatrical releases, so that's pretty favorable," he said.
On the cable side, Time Warner owns Time Warner Cable and has expressed interest in buying Adelphia Communications Corp., which would give the company more than 16 million subscribers, some of whom would buy on-demand MGM movies, analysts said. And Time Warner still has America Online, which could provide Internet promotion for MGM movies and possible purchase over high-speed Internet for viewing on home computers or television sets linked to PCs.
Time Warner may also have an advantage in the way it has structured its bid.
Sony's bid for MGM is backed by private investors -- the Texas Pacific Group, Providence Equity Partners Inc. and Credit Suisse First Boston LLC. Tokyo's instruction to Sony Pictures is that any takeover of MGM must be debt-free. And any Sony transaction cannot include stock.
But Kerkorian has a history of liking transactions that include stock, executives familiar with the bid said. Time Warner is offering about $13 a share to MGM stockholders and $11.50 per share in Time Warner stock to Kerkorian, the executives said. MGM closed yesterday at $12.66, up 56 cents. Time Warner shares closed down 17 cents, to $17.41. Sony shares that trade in the United States climbed 21 cents, to $38.26.