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"Monte Stellar" <[email protected]>
"Biff Chatsworth" <[email protected]>
Standing in the Shadows of Love

Dear Monte:

I've just reviewed the fax you sent me from Ed Saunders, CEO of Strategic Metals Inc., proposing a stock swap to take control of AmSmelt.

Like it or not, your company is now in play. Lou Dobbs is already on CNN talking about an unfriendly takeover, and over on CNBC, Jim Cramer is practically vibrating about consolidation in the molten metals sector.

Obviously, we have to move quickly here.

I'm sure the AmSmelt legal team has provided you with all the options: selling out, finding a White Knight, scaring Saunders off with a poison pill, or doing an acquisition to increase debt.

But as your personal publicity advisor -- the man tasked with the care and grooming of the Monte Stellar Brand of Executive Leadership -- it's my job to turn this Rubik's cube on its side and look at the options from a different angle: namely, what's best for you.

Sure, we might be able to negotiate for you to become co-CEO of the merged company. But even if he doesn't pull a Sandy Weill on you, do you really want to work with a guy nicknamed "Blowtorch"?

In this day and age, selling out may not be the worst thing in the world. It's an elegant, no-fault, face-saving exit strategy. You cash out, say "job well done," and we tout the way you turned the company around and increased shareholder value.

Never again will you have to deal with the AmSmelt board; the founder's twin sons Otto and Carl; the alimony payments to the first Mrs. Stellar; home redecorating costs for the current Mrs. Stellar; preschool for Monte Jr.; or funding the dreams of your elder children, Jason and Susan (formerly Blossom), late of the restaurant business and the ashram, respectively.

On the other hand, say good-bye to the skybox, the GV, the NASCAR VIP parties ... and you may find yourself spending a little too much "quality time" with Monte Jr.

With this in mind, I've already registered "SaveAmSmelt.com." My guy at Justice (not the one you're thinking of, the other fellow, in antitrust) is but a phone call away. And if none of this works, let's set a meeting for Otto, Carl, and Blowtorch. Sparks will fly, no doubt scaring everybody off.

Attached please find the press release we should issue immediately (FightBack.Doc), the gist of which is: "While we appreciate the recognition of Monte Stellar's achievements as the CEO of AmSmelt, the price being offered is far too low."

I'll be in touch --

The Biffster.

P.S.: Two things: 1) As I assume you do want to fight, I've booked several suites at the Peninsula in New York and made reservations at Masa in the Time-Warner building. I hear the sushi is terrific. 2) In light of Dennis Kozlowski's shower curtain, Martha Stewart's Mexican holiday, and the disclosure that Mike Ovitz charged Disney $175 for flowers -- for a breakfast at his home with Variety editor Peter Bart -- I'm warning all my clients to be careful with their expense accounts. The last thing we need is anybody asking, "What was his salary for?"