DISH Buying TIVO?

[TheForce]

Charlie had about 539,000 shares of Dish stock and Jim has almost 6,000,000 as of the last reporting dates of record. I don't know where you got those 10% figures of ownership, but I would guess the real numbers are much, much higher, or Charlie would not be one of the richest persons in the world. I would imagine Jim is not far behind. Dish took in almost $11.6B last year in revenue and had gross profits of almost $3.3B. The common shareholders got about $636M. Echostar had revenues of $1.9B and a gross profit $433M. Echostar shareholders got $365M.

Well then you must know something the SEC doesn't since I took the % ownership of both companies from the SEC Form 4 filings of his latest insider trade filing. It is in the top right hand side of the disclosure section of the filing. The numbers you posted have absolutely nothing to do with his ownership % of the respective companies. If I took time to do the math on your knowledge of shares owned, which I'm not going to, maybe your numbers would extrapolate into the 10% disclosure.
Plus, Jim deFranco had nothing to do with my post. Few people equate Jim's ownership in the company with Charlie's and that is why I only addressed Charlie %, plus the fact that he is at the helm of the company. The part I bolded in your response is correct according to my annual stock holder reports IIRC. But again, that says nothing about Charlie's % ownership in the company.

Copy & pasted from the Form 4 Dated 12/3/2009 last insider trade of record: Ergen: Dish only--
Class A Common Stock 538652 D

Class A Common Stock 18833 I I (1)
Class A Common Stock 235 I I (2)
Class A Common Stock 1273 I I (3)
Class A Common Stock 27175 I I (4)



Explanation of Responses:
( 1) Held by Mr. Charles W. Ergen in a 401(k) account.
( 2) Held by Ms. Cantey Ergen.
( 3) Held by Ms. Cantey Ergen in a 401(k) account.
( 4) The shares are held by a custodian for the reporting persons' children. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.



Class B Common Stock (5) 11/30/2009 216411941

Class B Common Stock (5) 11/30/2009 75000000

 

[harshness]

Right! The patent portfolio for whatever that's worth, I believe, has only 7 years left

TiVo was recently (within the last 40 days?) granted new patents associated with the use of closed caption data and their "Season Pass" technology.

 

[mike123abc]

Charlie had about 539,000 shares of Dish stock and Jim has almost 6,000,000 as of the last reporting dates of record. I don't know where you got those 10% figures of ownership, but I would guess the real numbers are much, much higher, or Charlie would not be one of the richest persons in the world. I would imagine Jim is not far behind. Dish took in almost $11.6B last year in revenue and had gross profits of almost $3.3B. The common shareholders got about $636M. Echostar had revenues of $1.9B and a gross profit $433M. Echostar shareholders got $365M.

Charlie owns super voting shares that break up into multiple regular shares if he decided to sell them. That is how he maintains control of the company without owning 51% of the outstanding shares.

 

[Ghpr13]

IMO, TiVo has earned a definite place in the history of DVRs. TiVo's simple GUI made using a TiVo easiest enough that all most everyone felt comfortable with using it...even our parents(and our wives...LOL). For the more progressive of us, TiVo was kind of a stepping stone to wanting something more...we cut our teeth on TiVo.
Where TiVo went wrong (IMO), is teaming up with D*. TiVo should have worked on updating it's own DVRs. Increasing HDD size, making a more affordable HD TiVo, and making all TiVo DVRs able to work with both cable or satellite .
I had my TiVo Series 2 for 3 years and loved it, until I got Dish. Without cable my TiVo was useless so I canceled my subscription I love my 722k, but I would have kept my TiVo unit (and the subscription) if I could have some how recorded what I wanted off of Dish.
Ghpr13

 

[Curtis0620]

TiVo is worth something less than $1.8B on paper. Even if the poison pill is still in play, I can't imagine it would be "billions".

Davis Freeberg’s Digital Connection

From Article:
"Based on my understanding of the complex agreement, in the event that Dish (or another acquirer) were to accumulate more than 15% of TiVo’s shares (or even announce the intention to acquire more than 15% of the shares), it would trip a provision that would entitle the other TiVo shareholders to a special $60 per share dividend This means that if Dish were to forcibly acquire TiVo, it would cost them $71 per share or close to $7.5 billion (more than Dish’s entire market cap.) If Dish tried to pay for the transaction in stock, TiVo shareholders would be entitled to $13.5 billion ($131 per share) in the buyout."

 

[Scott Greczkowski]

Simply put...

Tivo is to DVR as Scotch is to Tape...

I'll drink to that.

 

[Rangers484]

Simply put...

Tivo is to DVR as Scotch is to Tape...

I'll drink to that.

What was the name of that buggy whip maker in the 20's again....

That's what Tivo will be in the near future.

 

[MikeD-C05]

I like the way Tivo Season passes work and there search features are really cool. Then there is the fact you can use the Tivo for netflix. Also the cool way you can link all your tivo boxes together. Some of this software would be really cool to have with the Dish receivers. No sense in throwing out all good features just because the interface is a little dated. Combine all this with sling features into a Dish dvr, and you would have THE Killer DVR ,that no one could match.

 

[mike123abc]

Davis Freeberg’s Digital Connection

From Article:
"Based on my understanding of the complex agreement, in the event that Dish (or another acquirer) were to accumulate more than 15% of TiVo’s shares (or even announce the intention to acquire more than 15% of the shares), it would trip a provision that would entitle the other TiVo shareholders to a special $60 per share dividend This means that if Dish were to forcibly acquire TiVo, it would cost them $71 per share or close to $7.5 billion (more than Dish’s entire market cap.) If Dish tried to pay for the transaction in stock, TiVo shareholders would be entitled to $13.5 billion ($131 per share) in the buyout."

That is only in the case of a hostile takeover. A friendly takeover does does not trigger the poison pill. Also the poison pill is limited too by the cash on hand TiVo has, they cannot pay a dividend with cash they do not have.

 

[Greg Bimson]

Where TiVo went wrong (IMO), is teaming up with D*. TiVo should have worked on updating it's own DVRs. Increasing HDD size, making a more affordable HD TiVo, and making all TiVo DVRs able to work with both cable or satellite .

So let me get some clarification, here...

TiVo teamed up with DirecTV. That was a mistake?
TiVo updated and upgraded their own DVR's, as TiVo is now on its fourth series, the TiVo Premier.

But the statement that is killing me is that TiVo should have been "making all TiVo DVRs able to work with both cable or satellite ".

TiVo cannot build a TiVo that is compatible with Dish Network unless they could come to an agreement with Dish Network to provide those DVR's. TiVo could not have build a TiVo that was compatible with DirecTV unless there was an agreement with DirecTV. Yet earlier, it was said that TiVo went wrong by partnering with DirecTV. Which is it?

I've heard that TiVo doesn't work too well with CableCard, because the cable companies aren't playing nice about cable box interoperability. Unlike DirecTV and Dish Network which are proprietary systems, cablers have a set of open standards where a TiVo can function as both the cable box and as a DVR.

The entire lawsuit was about the fact that somehow Dish Network developed a DVR that used TiVo's patented process, almost all the way down to the media switch. It was so similar that during this first work-around, Dish Network and Echostar were able to avoid the use of a media switch altogether. Of course, this happened after TiVo approached Dish Network about partnering to build TiVo's for the Dish Network platform. Dish Network notified TiVo they were going to build their DVR's in-house, TiVo felt that those DVR's were using their patented process, and the rest is history...

 

[riffjim4069]

What was the name of that buggy whip maker in the 20's again....

That's what Tivo will be in the near future.

It almost sounds like you're telling us that Tivo will be buggy whipping E* in the year 2020 and beyond?

 

[riffjim4069]

I like the way Tivo Season passes work and there search features are really cool. Then there is the fact you can use the Tivo for netflix. Also the cool way you can link all your tivo boxes together. Some of this software would be really cool to have with the Dish receivers. No sense in throwing out all good features just because the interface is a little dated. Combine all this with sling features into a Dish dvr, and you would have THE Killer DVR ,that no one could match.

I too love Tivo's Season Pass Manager. Unfortunately, Season Pass was recently awarded a patent by the USPTO after almost 10-years in review. While Tivo's Season Pass is much better that Dish Network's version, in my opinion there is no doubt that Dish Network's version violates Tivo's enforceable patent. Of course, AT&T is now counter-suing Tivo because they claim Tivo's Season Pass Manager uses AT&T patents.

Additionally, I don't see what the big deal is about having integrated Sling features in the 922 since it doesn't do anything functionally different than my stand-alone Slingbox. While I love both the ViP Series DVR and Tivo Series 3 DVR...I fully expect these models will look badly outdated within a 3-years...assuming the DVR landscape finally clears up.

 

[TheForce]

I find it curious that nearly every reference I could find to the "TIVO Poison Pill" either were written by Davis Freeberg or referenced his writings. In addition, I understand that poison pills have expiration dates. I found only one writer, not Davis Freeberg, who said the Tivo Poison Pill will expire in 2010. The date of that writing was back in 2006 at a time when it was said the PP was voted on by the stock holders as an extension to ward off take over threats by Google, Cisco and Microsoft fears.

Additionally, the way Davis Freeberg writes is that the PP is structured to bring a hostile stock holder who acquires more than 15% in TIVO to the negotiating table. It is not that the PP terms are the only way TIVO will be acquired. It only makes the acquirer forced to negotiate.

I do find it very odd Davis Freeberg is the sole source of all the scuttle on the TIVO poison Pill. Does it really exist? And, what is in the pill that Davis Freeberg INSN"T telling us?
Davis Freeberg, readily admits in many of his writings that he, as a TIVO stockholder for many years is prejudiced in favor of TIVO. Maybe he bough in big when TIVO was at ~$50 a share. In one blog he states that within a week his stock lost $25 a share so my guess is sourced from that initial free-fall.

 

[yaz96]

It almost sounds like you're telling us that Tivo will be buggy whipping E* in the year 2020 and beyond?

He means dead, gone, and forgotten......unless you're Amish, of course.

The buggy whip industry as a major economic entity ceased to exist with the introduction of the automobile, and is cited in economics and marketing as an example of an industry ceasing to exist because its market niche, and the need for its product, disappears. In discussing market regulation, it is often held that the economy would be disadvantaged as a whole if the automobile had been banned to protect the buggy-whip industry.

 

[Thomas22]

I do find it very odd Davis Freeberg is the sole source of all the scuttle on the TIVO poison Pill. Does it really exist?

T I V O I NC .
FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 31, 2007

13. ADOPTION OF STOCKHOLDER RIGHTS PLAN

On January 9, 2001, TiVo’s Board of Directors declared a dividend distribution of one Preferred Share Purchase Right (“Right”) on each outstanding share of TiVo common stock outstanding at the close of business on January 1, 2001 (“the Rights Plan”). Subject to limited exceptions, the Rights will be exercisable if a person or group acquires 15% or more or 30.01% or more in the case of AOL and its affiliates and associates, of the Company’s common stock or announces a tender offer for 15% or more of the common stock, (“Acquiring Person”). On April 12, 2006, TiVo amended the Rights Plan’s definition of Acquiring Person to remove the defined term “Existing Holder”. Under certain circumstances, each Right will entitle stockholders to buy one one-hundredth of a share of newly created Series B Junior Participating Preferred Stock of TiVo at an exercise price of $60.00 per Right, subject to adjustments under certain circumstances. The rights are not exercisable as of the date of this filing. The TiVo Board will be entitled to redeem the Rights at $.01 per Right at any time before a person has become an Acquiring Person.

The Rights are intended to enable all TiVo stockholders to realize the long-term value of their investment in the Company. They do not prevent a takeover, but should encourage anyone seeking to acquire TiVo to negotiate with the Board of Directors prior to attempting a takeover. The Rights Plan will expire on January 9, 2011.

The Rights were not being distributed in response to any specific effort to acquire control of TiVo. The Rights are designed to assure that all TiVo stockholders receive fair and equal treatment in the event of any proposed takeover of TiVo and to guard against partial tender offers, open market accumulations and other abusive tactics to gain control of TiVo without paying all stockholders a control premium.

If a person becomes an Acquiring Person, each Right will entitle its holder to purchase, at the Right’s then-current exercise price, a number of common shares of TiVo having a market value at that time of twice the Right’s exercise price. Rights held by the Acquiring Person will become void and will not be exercisable to purchase shares at the bargain purchase price. If TiVo is acquired in a merger or other business combination transaction which has not been approved by the Board of Directors, each Right will entitle its holder to purchase, at the Right’s then-current exercise price, a number of the acquiring company’s common shares having a market value at that time of twice the Right’s exercise price.

The dividend distribution to establish the new Rights Plan was paid to stockholders of record on January 31, 2001. The Rights distribution is not taxable to stockholders.
​

 

[Tyralak]

Simply put...

Tivo is to DVR as Scotch is to Tape...

I'll drink to that.

Except 3M actually makes a quality product, and has a sustainable business model.

 

[yaz96]

T I V O I NC .
FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 31, 2007

13. ADOPTION OF STOCKHOLDER RIGHTS PLAN

On January 9, 2001, TiVo’s Board of Directors declared a dividend distribution of one Preferred Share Purchase Right (“Right”) on each outstanding share of TiVo common stock outstanding at the close of business on January 1, 2001 (“the Rights Plan”). Subject to limited exceptions, the Rights will be exercisable if a person or group acquires 15% or more or 30.01% or more in the case of AOL and its affiliates and associates, of the Company’s common stock or announces a tender offer for 15% or more of the common stock, (“Acquiring Person”). On April 12, 2006, TiVo amended the Rights Plan’s definition of Acquiring Person to remove the defined term “Existing Holder”. Under certain circumstances, each Right will entitle stockholders to buy one one-hundredth of a share of newly created Series B Junior Participating Preferred Stock of TiVo at an exercise price of $60.00 per Right, subject to adjustments under certain circumstances. The rights are not exercisable as of the date of this filing. The TiVo Board will be entitled to redeem the Rights at $.01 per Right at any time before a person has become an Acquiring Person.

The Rights are intended to enable all TiVo stockholders to realize the long-term value of their investment in the Company. They do not prevent a takeover, but should encourage anyone seeking to acquire TiVo to negotiate with the Board of Directors prior to attempting a takeover. The Rights Plan will expire on January 9, 2011.

The Rights were not being distributed in response to any specific effort to acquire control of TiVo. The Rights are designed to assure that all TiVo stockholders receive fair and equal treatment in the event of any proposed takeover of TiVo and to guard against partial tender offers, open market accumulations and other abusive tactics to gain control of TiVo without paying all stockholders a control premium.

If a person becomes an Acquiring Person, each Right will entitle its holder to purchase, at the Right’s then-current exercise price, a number of common shares of TiVo having a market value at that time of twice the Right’s exercise price. Rights held by the Acquiring Person will become void and will not be exercisable to purchase shares at the bargain purchase price. If TiVo is acquired in a merger or other business combination transaction which has not been approved by the Board of Directors, each Right will entitle its holder to purchase, at the Right’s then-current exercise price, a number of the acquiring company’s common shares having a market value at that time of twice the Right’s exercise price.

The dividend distribution to establish the new Rights Plan was paid to stockholders of record on January 31, 2001. The Rights distribution is not taxable to stockholders.
​

May not cost "BILLIONS" after all.

 

[TheForce]

Thomas22- Thank you, Many questions I had about this Davis Freeberg blogging were answered in the official uncolored document. I'm no lawyer so I have to guess this question- does this mean that a worst case scenerio would be- Dish would need to pay double the TIVO market cap in equal stock trade of Dish Netwrok, such as $3.2Billion to the stock holders but after Jan 9 2011 not? (That was actually several questions)

I guess if the stock holders vote to extend that date, we'll have a good idea how tough TIVO will be in any negotiated buyout by Dish( not hostile)

 

[mike123abc]

Like I said above, if you are not hostile the poison pill has nothing to do with a takeover or merger. Only if TiVo wants to fight the takeover.

 

[Jhon69]

It may make sense to Charlie now, to take that money he would have to pay in fines and put it to better use and use it to help buyout Tivo?.