Microsoft and Electronic Arts: A Ludicrous Rumor Somehow Takes Flight

Most people are endowed with analytical and critical faculties. They ought to exercise them when they’re confronted by acquisition rumors.

One rumor that should have been scrutinized and summarily rejected as preposterous involved a mooted acquisition of Electronic Arts (EA) by Microsoft. Instead, the rumor whipped up market traders and people who should know better.

Microsoft was forced to refute the nonsense, briefly restoring sanity to proceedings. It won’t be long before the next nonsensical rumor sparks a subsequent onset of mass delirium.

There are good reasons why Microsoft should not and would not acquire Electronic Arts. Others have ably presented the arguments against the rumored acquisition, and I don’t feel compelled to cover the same ground here.

Suffice it to say, think critically when you hear these reports. It doesn’t matter whether you hear a rumor from a broker, a pundit, or a market analyst — or if you read one right here in this forum — please consult your own judgment and do a bit research before you bite the apple.

Not to make you more cynical and jaundiced than you might be, but some people cannot be trusted, either because they are dishonest or because they have been duped by those with ulterior motives.

Look carefully, and with a critical eye, before you leap. A little skepticism can save you from embarrassment, if not a worse fate.

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To Win Nortel, Avaya May Need to Make Concessions to Canada

Despite the ulterior motives and attempted misdirection of RIM, the Canadian government had no valid objection to Ericsson’s successful $1.13-billion bid for insolvent Nortel’s wireless assets.

In the case of Avaya’s $900-million bid for Nortel’s enterprise business, the situation is different. One could credibly argue, as Andrew Willis of the Globe and Mail has done, that Canada’s net benefit from Avaya’s acquisition of Nortel’s enterprise business is significantly less than what would have accrued from a successful bid by Siemens Enterprise Communications.

It isn’t surprising, then, that Canada’s federal government will review the Avaya purchase under the country’s foreign investment legislation, known as the Investment Canada Act.

Industry Minister Tony Clement explained that the review was automatically triggered because of the size of the deal. Under Canadian law, the government can review a sale to a foreign company if it considers it a threat to national security or if the transaction value exceeds C$312 million (US$287 million).

In this case, the deal is being reviewed strictly on valuation. The Canadian government chose not to review the Ericsson deal because the book value of the wireless unit was below the review threshold and because Ericsson’s ownership of the assets did not pose a national-security threat. Even if that transaction had fallen within the review threshold, Clement explained, it would have been approved because it was deemed to have offered sufficient net benefit to Canada.

Avaya, though, has reason for concern. Clement mentioned that Siemens intends to hire Canadians and expand wireless operations in Canada. Under Avaya, Canadian jobs will be less secure, and Avaya has made no firm commitment to expand wireless operations in Canada. Under Siemens Enterprise Communications, a worldwide headquarters would have been established in Toronto. Avaya has no intention of moving its headquarters from New Jersey to Canada, regardless of whether it obtains Nortel’s enterprise assets.

Fewer Nortel products are likely to survive under Avaya than under Siemens. That will result in fewer Nortel jobs, in Canada and elsewhere.

In light of the benefits offered by Siemens, Canadian opposition parties have objected vociferously to the Avaya bid. Canada is under a minority government, with an election possible at practically any time. The dissolution of Nortel, with the resultant loss of relatively high-value technology jobs, could figure into political calculations.

Clement has said Canada must send a signal to foreign bidders that it will review takeover deals on an impartial basis. He says the government will consistently apply the same standards when scrutinizing purchases of Canadian companies.

That may be so, but politicians being politicians, electoral calculations will figure, too.

At the very least, Avaya should expect to make some concessions to the Canadian government, perhaps in the form of binding commitments to jobs and R&D in Canada.

Volpi’s Joost Tenure Key to Understanding Skype Saga

Perhaps the key to understanding the increasingly bitter battle for Skype can be found in what transpired during Michael Volpi’s tenure as the CEO of Joost, the video-sharing startup founded by Niklas Zennstrom and Janus Friis.

In the current context, what’s important about Volpi’s reign at Joost is that it coincided with an architectural change in how the company delivered video over the Internet.

I was reminded of Joost’s architectural overhaul by Julian Cain, an engineer who worked on Kazaa and is familiar with Joltid, bluemoon, and Skype. Cain, as you’ll recall, was a source for an earlier post I wrote on the deepening antagonisms between Skype’s founders and its current and would-be owners.

Zennstom and Friis originally set up Joost with the p2p architecture that formed the technological basis for companies the pair had founded previously, including Kazaa and Skype. In 2007, Michael Volpi became Joost’s CEO. Under his leadership, and evidently as part of a project he led, Joost slowly began an architectural transition away from its p2p roots. As Cain explained in a email message last night:

In case you don’t know how the Joost migration worked, well, it simply began to use p2p less and the long-tail providers more. Killing the Joost client for an ActiveX/NPAPI plugin with a p2p runner application for p2p services, and then removing the Joost plugin from download, is what abolished the p2p network for good. If the website could not load the Joost plugin, then it used Adobe Flash. It was seamless;, however, they didn’t have to deal with paid services and such a large user-base and other factors. Of course, look what Joost is now.

That architectural change looms as a central issue in the lawsuit Joltid, the company owned by Zennstrom and Friis, filed against Volpi and his colleagues at Index Ventures last week. That, of course, was the latest in a series of legal dustups between Zennstrom and Friis on one side and Skype and eBay on the other.

At the time of the architectural shift at Joost, Volpi claimed plausible reasons for the change. The justifications were commercial and technical. Other video-sharing sites, namely YouTube and Hulu, had proven far more popular. Meanwhile, some Joost users had complained that videos were slow to load.

Nevertheless, Cain contends those weren’t necessarily the only reasons Volpi pushed for the architectural overhaul.

Volpi’s move from p2p to Adobe Flash while at Joost wasn’t in any way to do with the lack of gain at that time. If they wanted to (do so), they would have been pushing HD content (both live and prerecorded) over p2p with long-tail back-off by now without any real competition . . . . . Volpi broke that into myths and theories based on what he wanted to do, not technical facts, trends, statistics or analytical data.

Still, Volpi had successfully transitioned Joost from the Joltid p2p foundation on which it was based. He’d moved it onto a server-based architecture that used Flash-based clients at the end points. He’s done it once. There’s no reason to think he couldn’t do it again, this time at Skype.

If the conflict plays out the way Cain believes it will, Zennstrom and Friis will not back down and neither will Volpi and his confederates.

In my last post on this topic, I suggested a settlement might be possible. Cain believes that isn’t in the cards. Both sides are playing to win, and neither is in the mood for accommodation. One way or the other, it will be settled in court.

I also said in my last post that eBay and Skype’s new majority owners would have to rebuild Skype from the ground up to obviate the lawsuit Joltid has filed regarding the disputed “Global Index (GI)” software, the patent for which became active early this year. While it remains true that Skype would have to be reconstituted from scratch, the reconstruction effort could be completed earlier than I anticipated.

A means of getting there faster is represented by technologies offered by Adobe. Henry Sinnreich and a team of SIP experts have worked for Adobe for a long time now, and Cain reminded me that Adobe Flash supports SIP p2p with NAT traversal. He explained as follows:

Don’t forget Adobe Flash has SIP and p2p with NAT traversal as well. This would be very easy to offload the client without much interruption; however you can kiss the desktop client and p2p network goodbye.

Om Malik wrote a post in 2008 that foresaw the implications of Adobe’s work in this area. Commenting on the advent of Flash p2p, Malik wrote:

The reason we should pay attention to this product is Adobe’s distribution strength. The company can easily upgrade its Flash clients and instantly become owner of one of the largest p2p services. What that means is that now anyone can contemplate a Joost-like service that works within a browser. Using AIR to extend those p2p abilities to the desktop would be fairly easy as well.

So, the move to a new client architecture could be achieved with relatively minor disruption to Skype’s operations. Meanwhile, the service’s registration index would have to be transferred to a centralized server-based model.

It appears Volpi and company have a solid plan in place, and one can assume they’re well on their way to executing it. Not for the first time — and certainly not for the last – I stand corrected.