Nortel Ups Network Ante By Paying $7 Bil For Bay
Date: 6/16/98 Author: Michele Hostetler
The game of musical chairs surrounding Bay Networks Inc. is over.
Northern Telecom Ltd. Monday ended several years of rumors that someone would buy the struggling No. 3 maker of computer networking gear.
The Toronto-based maker of telephone network gear said it would buy Bay for stock valued at about $32.40 a share, or about $7.1 billion. In yesterday's stock-market downdraft, Nortel's shares slid 9 1 1/16, or 15%, to 54. Bay rose 2 7/16 to 30 3/4.
The two had valued the deal at $9.1 billion early in the day.
It's the largest merger among voice and data networking companies.
''This merger is really the first creation of a company of this kind,'' Nortel Chief Executive John Roth said in a call with reporters, referring to the merger of a voice and a data company.
It also, apparently, was inevitable from Bay's point of view. The company has been falling further behind rivals Cisco Systems Inc. and 3Com Corp.
''Bay was running out of gas,'' said Brendan Hannigan, an analyst with Cambridge, Mass.-based Forrester Research Inc.
The networking industry is going through a lot of change (See story next page). The lines between wide-area networks and local-area networks - as well as voice and data networks - have blurred.
The largest voice equipment player, Lucent Technologies Inc., is looking for more data business. Analysts say Lucent also looked at Bay. Meanwhile, Cisco covets the voice world.
''This merger perhaps spells trouble ahead for Cisco,'' said John Armstrong, an analyst with market researcher Dataquest Inc. ''And it will be a wake-up call for (voice equipment makers) like Siemens , Alcatel and Ericsson. With this acquisition, Nortel has an advantage over them.''
Nortel sees Bay as the way to boost its data-networking business. Bay is strong in Internet Protocol - the language of the Internet. IP is seen as the glue that will let voice, video and Internet data travel on the same network.
''Basically, what we have there is a telephony world turning into an IP world,'' said Larry Howard, an analyst with Infonetics Research Inc. in San Jose, Calif. ''I think it makes a lot of sense to have one provider that offers both data and voice.''
But there's no guarantee that Bay and Nortel will be a happy union. Bay will become a subsidiary of Nortel. Roth will be CEO of the combined company. Bay's chief executive, David House, will become president of Nortel. House was a top Intel Corp. executive before getting the job of turning around Bay in '96.
The Santa Clara, Calif.-based company is the product of a big industry merger in '94. That's when Boston area-based Wellfleet Communications Inc. and SynOptics Communications Inc. of Santa Clara merged.
The new Bay faltered because the company missed some product cycles as the companies ironed out the merger, analysts say.
A lack of product overlap will help Bay/Nortel, says House.
''The integration of these companies will be straightforward,'' House said in a conference call with reporters.
Bay will give Nortel more ammunition against Lucent and Cisco, says Lee Doyle, an analyst with International Data Corp.
''It instantly makes Nortel a player in (data networks), which otherwise was going to take them awhile,'' Doyle said.
But Cisco still looms as a major force in the market. ''I don't think the combination of Nortel and Bay will make Bay stronger than Cisco,'' said Hannigan.
The Forrester analyst thinks there could be problems. ''I would say it looks good on the outside,'' Hannigan said. ''But it's not good on the inside.''
All the pieces that Nortel needs to succeed in voice-data integration aren't there, Hannigan says. Nortel is weak in IP and Bay hasn't made inroads into big accounts with its IP products, he says.
''Where Nortel needs the most help, there's a hole big enough to drive a truck through,'' Hannigan said.
But Nortel could help Bay's sales to telephone carriers and Internet service providers, Doyle says. ''Bay has some products there, but did not have the presence to get to service providers,'' he said.
Nortel says it expects to complete the Bay purchase next quarter. But Nortel's rivals aren't standing still. Lucent, L.M. Ericsson Telephone Co., Siemens, Cisco and Alcatel are expected to make acquisitions.
''The question is: How does Lucent respond to this?'' Doyle said. ''Who's left on the table?''
Plenty of smaller companies, responds Virginia Brooks, an analyst with the Aberdeen Group in Boston. They include data- networking companies Ascend Communications Inc. and Cabletron Systems Inc. Like Bay, Ascend and Cabletron have been subjects of persistent acquisition rumors.
''I don't think it's crazy to think Lucent would buy both Ascend and Cabletron,'' Howard said.
3Com seems to be the lone big player that's not the subject of takeover talk.
''You don't hear much talk about 3Com being bought,'' Howard said. ''Maybe they're just too big to swallow. Maybe it's possible that 3Com would make some move with Ascend.''
Also, 3Com has had troubles digesting its big acquisition last year of U.S. Robotics Corp. And 3Com already has a strong relationship with Siemens.
Indeed, 3Com could build on its relationship with Siemens, says 3Com spokesman Bob Ingols.
''It's not part of our strategy to merge with Siemens right now,'' Ingols said ''But in this topsy-turvy world, you can't rule anything out.''
Bay and Nortel, meanwhile, must move quickly to meld their two cultures, Aberdeen's Brooks says.
'' 'We look at the world the same way,' (both Bay and Nortel say). But this is more like when worlds collide,'' said Brooks.
(C) Copyright 1998 Investors Business Daily, Inc. Metadata: BAY NT CSCO COMS LU ERICY INTC ASND I/3574 I/4890 I/3675 E/IBD E/SN1 E |