not long now, for lok to move!!

For the half dozen or, so readers of my posts here on Hot Copper, I'd like to advise that I continue to remain a 'fan" of a Rupert Murdoch (NEWS) involvement for Looksmart. Oh, it's "heavy" but logical, IMHO.

And even more keener now, following today's announcement that Blinkx and MIVA (formerly Findwhat) have now formed a partnership. - Here are some more reasons why things could be looking good, as I see them.

http://biz.yahoo.com/bw/051004/46031.html?.v=1

Yes ....... "Murdoch Wants Blinkx" was a HOT story, back around Aug. 15, 2005.

http://www.contractoruk.com/news/002248.html

And this kind of put 'cold water' on the much rumoured NEWS - LOOK relationship when Rupert Murdoch (only a few days previous), was reported to have said:
(12th Aug.)

< "We're in various plans of negotiations to buy a controlling interest in what we think is a wonderful search engine but [at what] you will think an insignificant price," said Murdoch, on a conference call, following his company's quarterly report. >

And, the next day (on Aug. 16th) from within another article (The Birth of Murdoch.com) it was said, (in Business week Online):

< "Our strategy is quite simple," Murdoch said. "News Corp. at its core is about content. The Web at its core is about personal choice. What we are aiming to do is combine the two, and in the process redefine the meaning of [an] Internet vertical." The company's presence in such "verticals" as sports, news, and entertainment creates an enormous amount of content. >

http://www.businessweek.com/technology/con...gn_id=rss_techn

Yet, from within this above same article, (under the heading of NEXT ACQUISITION?) came the very 1st "IF" for a NEWS - Blinkx deal .....??

< The next piece of the puzzle is about to fall into place. - Murdoch said News Corp. was in "advanced talks" to acquire a search company. He said investors wouldn't consider the price significant, a sign that News Corp. wants to buy a relatively small outfit.
It now appears that a deal isn't that close. News Corp. has had merger talks with Blinkx, an audio and video search company that has obvious relevance for a media empire with TV and movie holdings. "We have had discussions with them and others but are not near a deal at this point," said one person familiar with the negotiations. Blinkx declined comment. If News Corp. and Blinkx can't come to terms, there are plenty of other potential targets in the search market, including icerocket.com, mama.com, snap.com, miva.com, looksmart.com, and lycos.com. >

And by Aug.31, 05 (within a Blog, "paidContent.org" that seems to be following almost every NEWS move), it, (that supposed Blinkx buyout), was now almost dead:

< Blinkx Adds Content But News Corp. Deal Is A Mirage:

According to someone familiar with News Corp.'s plans, the company was never close to a deal with Blinx.TV; the chatter was just another example of the hype that happens when a company is open about shopping. >

http://www.paidcontent.org/pc/arch/cat_news_corp.shtml

Meanwhile, for a 'controlling interest' in Looksmart to "happen" enough shares would need to become available to be purchased. Look's current register (of 200M "common stock" shares), show an 'issued and outstanding' total of approximately 113.9 million shares and a stated additional allowance of an approx. 40.8 million shares are required to be reserved for issuance, pursuant to the Plans,... (Stock options that have been issued, any future, etc). So, with only an approx. 45.3M shares available, (or, left, of the 200M) that previously talked of (& hoped for) NEWS "controlling interest", almost becomes an impossibilty.

On September 19, 2005 Looksmart announced to the market that a reverse stock split was neccessary, to ensure compliance of a Nasdaq listing ruling:

Purpose of the Reverse Stock Split

< The principal reason for the reverse stock split is to increase the per share trading price of our commonstock which could help to ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement for continued listing on the Nasdaq National Market, ..... > A shareholders meeting seeking approval has been set down for October 26, 2005. Three "split" ratio's have been mentioned to be determined by the board of directors. In each case, (be it the 1-3, 1-5, 1-7 ratio selected) a maximum of 200,000,000 shares would be the maximum total "Authorized" stock figure, as is the current situation, now.

As previously stated, currently, Looksmart's "common stock" issued and outstanding is approximately 113.9 million shares and in the 1-3 ratio situation, (chosen as an example), this figure would then be reduced down to 38M. Add on the required (another) 13.6 million, to be reserved for issuance pursuant to the Plans, ........ (those existing Stock options issued, & any future requirements as such, etc) and now leaves an approx. 148.4M that can now be utilised, should NEWS choose to "go ahead" with a "controlling interest" deal, with LOOK.

Tiomike_ca (a member of a private, Looksmart Google discussion Group) points out, that within the Proxy Form "filed the other day", he noticed. (Part two).

The Board of Directors unanimously recommends your vote FOR all matters set forth below.

1.APPROVE a series of amendments to our Restated Certificate of Incorporation to effect a reverse stock split of our common stock ..... etc

And ...

2. To transact such other business as may properly come before the special meeting or any adjournments or postponements thereof."

Tiomike_ca mentioned to the group today ....

< if Rupert Murdoch was to tip his hand and make a play for controlling interest between now and then, shareholders have been properly advised they may be asked to vote on more than one item. >

So, it could be said that it certainly does leave an opening for a "vote" on "other" business, in addition to that of the "reverse split" ..... < ...To transact such other business as may properly come before the special meeting ....> ....... is what it says .... MMmmm??

With Blinkx now partnering with MIVA it eliminates a Murdoch purchase of Blinkx, is my guess. Of course, I am also assuming NEWS will become a "pivotal" part of the "combined" Publisher/Media Co (sharing content) push, to fight back against those larger portals with internet ADS revenues of close to $30B predicted annually, within 5 yrs. (GOOG/YHOO/MSN-AOL). - ($12M currently)

The real concern for Rupert Murdoch could now seem to be, whether to just have LOOK as a partner, or, take that "controlling interest" situation we (shareholders) would hope for, (that can now be a reality), as a result of the reverse split taking place.

Another message from NEWS (reported on 21 Sept), with additional thoughts expressed that came along some 5 weeks after that 1st "controlling interest" mention, was that:

< News Corp., which has made a string of Internet acquisitions in recent months, has yet to determine whether it will form partnerships with other companies or make acquisitions to obtain so-called voice over Internet Protocol, or VOIP, and search engine capabilities. He added that he expects to have both capabilities "within weeks." >

http://money.excite.com/jsp/nw/nwdt_ge.jsp...i&date=20050921

That above NEWS line, of ..... < .. has yet to determine whether it will form partnerships with other companies or make acquisitions > ... does fit into the above LOOK line, that Tiomike_ca points out, ... < To transact such other business as may properly come before the special meeting > ... so nicely!!

Yes - It does leave an opening for an announcement and a required vote (at the meeting) to "sell" that "controlling interest" to NEWS, if that is the way Murdoch chooses to go .... The current "indecision" with the SP simply "marking time" is possibly as a result of Mr Rupert Murdoch (himself) now being the ONLY person that really knows which way he will go. He wouldn't have it any other way, I'm led to believe!!!

He can now safely ring LOOK's CEO David Hills (up to almost 5 minutes) before the start of the special shareholder's meeting, (on the 26th) and say.................................

"It's a "GO" David" !!!!

Just MHO, of course!!

:)
LC