Originally Posted by ryerflyer
Nice try.
Fact is, these statements contradict most of what management said were the reasons for doing the merger at all - creating synergies and a more financially viable carrier. Now they're are saying "Well, maybe not". Hardly standard boilerplate SEC language.
Funny - I didn't see Microsoft's M&A risks on the front page of the Wall Street Journal today....
I have to say, I stand by what I said earlier. I work in the M&A industry, and virtually any post-merger company is going to have caveats like this in the MD&A (Mgt Discussion and analysis). It IS boilerplate. Go to EDGAR (
www.sec.gov) and read virtually any 10-Q of any company that has been doing any M&A work lately.
As part of the MD&A, management has to state ANY materially important risks facing the company. It's the same as the Google prospectus, for instance. Google says "Our search technology is not likely to remain unique in the future."
As with any merger, there ARE integration risks facing the company. Since the magnitude is not easily quantified but it is fairly certain that they would be material, it must, by law, be stated in the MD&A, with the usual caveats attached to forward looking statements by management. If there is less than 100% certainity that this will work out, it has to be stated in the MD&A.
The market also agrees. The beta on the stock implies a speculative venture stock. The options pricing I see currently in effect also denotes substantial volitility expectations going forward. It's a relatively risky investment, and management is simply attempting to supply reasons why it's risky. By the same token, they have made statements about the rewards associated with carrying that risk.
As to LCC's management, their job IS to talk up the stock and the merger when they were trying to consumate that merger. Their job isn't to serve the SEC, or the public. Their job is to maximize value for the stockholders. They felt maximum value going forward would be attained by a merger, and as management, their job was to sell that merger. Now that the merger is consumated, to comply with the SEC requirements, they have to state the known caveats to successful integration. When G.E bought RCA, easily one of the most successful mergers in history, their 10-q was full of qualifying statements that talk about all the different ways GE stockholders could wind up digging holes on the beach if this didn't work out.
Bottom line here is that the AP is messing with things they don't understand. A 10-q is NOT a press release. It's a legal filing. The WSJ is somewhat better, but it's still a newspaper. And the reason airlines show up on the front page a lot lately is because there is so much money to be made by involving yourself in various securities and derivitives associated with that industry. No more, no less. For all I know some WSJ staffer has a bunch of LCC shorted and needs to get his shares covered.
-P