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  • seekingthetruth935 seekingthetruth935 Jan 11, 2013 3:24 PM Flag

    Tender Offer

    ##......... It is also not really clear that the current business has any intrinsic value notwithstanding the bright and rosy future that RDF-addled seekingthetruth insists is just around the corner. ..##

    Hi equityval ....

    In your post it seems (to me) that your reliance on and your complete faith in all that was disclosed within the 8K - has now suddenly become believable.

    Why is this so?

    As it certainly flies in the face of all that has been told to shareholders (and the market), and that has been Filed for SEC corporate governance - over the past 7 or, so years.

    In my recent instapost [Looksmart's CEO To Step Down - Filing States Deteriorating Health Condition] specifically, in reply to Ben Plomion (VP Marketing & Partnerships @chango), I had suggested that:

    "In the interest of transparency for both buyers and sellers (and way, less "BS"), it is now about time for ALL to 'show and tell', surely?"

    And that ..."From today's Filing (it appears?), we still have a long way to go."

    It's clear that I had felt it to be a load of ( pakapoo ticket-like) BS

    Re; The Co's (addled) Resource Description Framework (RDF)

    Again equityval ,,,, Why has it that (now), it all suddenly becomes a situation where the Co is stating it's true position? ...... Yet shareholders should now accept that all company statements over the past 7 or, so years, were simply (I'll use Oerhomonos comparison), Enron-like?

    If this is the case (it wouldn't be hard to prove), shouldn't Looksmart's retiring CEO Mr Dexmier now be thinking of packing his bag for a holiday room along-side Bernard L. Madoff?

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    • Hi Rossco, I just read the announcement and in my opinion they are toast. They left it too long for Peek to come in and take over the business. A few employees got wind that things were'nt going so well and the trickle of departures became a waterfall. The comment on source code is the biggest worry, I have seen this happen to a company first hand. What it means is they have no way of selling the software because the base code (foundation code) is not know or understood by anyone expect the original software engineers. I think this was a massive mistake for Peek, because now they are left holding the baby, and it's worth less than what they paid for it. This is a classic case of blood sucking managers milking the company for all it's worth. Sorry it has turned out this way mate, they should lock up the last 3 CEO's in my humble opinion.

      • 2 Replies to texas16qld
      • welcome back old friend. If u are right, the frenchman should go to jail. He was totally arrogant from the start. aND THEN MALICIOUSLY DECIDED ON A SCORCHED EARTH EXIT. SHAME ON THE OLD FOOL. Sad for Peek and remaining holders.

        Hope u have been well.

      • Hi Tex...

        ##...The comment on source code is the biggest worry......What it means is they have no way of selling the software because the base code (foundation code) is not know or understood by anyone expect the original software engineers...##

        That doesn't sound good, at all. ...I'm wondering if they are referring to the (ongoing) "network business" or, Looksmart's own ad network? The one being talked of as the (so called), "intermediary business"?

        For Looksmart to cast off of the ad network has always been part of my reckoning and the cash drain in December may suggest that this is what they have done. Its hard to believe anything they say.

        This is what they have said.

        "3) Due to recent employee departures, the Company has stopped making any upgrades to the ad server and to the corresponding database and data warehouse several weeks ago.

        The Company has experienced outages from time to time but has been able to respond to each situation in a timely fashion so that there has not been any significant impact on the Company's revenue stream.

        However, due to the resignation of all system administrators on staff, the Company will need to hire personnel on a contract basis to handle any technical situation that may arise. Such personnel may not have the necessary experience of the existing LookSmart systems and may be unable to respond in a timely fashion.

        The current code base is insufficiently documented and the Company may be unable to maintain it due to the departure and resignation of a significant number of key engineers and software developers."

        The departure of the Company's Vice President, Distribution Network (and I'm assuming Benoit Vatere), is a real concern to me. In regards to the current code base being insufficiently documented (and selling the software), this is what he had to say, back on August 24, 2011:

        [From search] "Google and Yahoo are looking for bigger margins"!!

        ".......through "key-word" search... search, display, social and mobile, video ... different ways of touching the user ... we follow users showing search intent....... image, rich media ..yes ..we are getting into this. we....position ourselves to the OPEN market..."

        "we are looking at the IP ... the individual user ..........but we do watch for IP's with 5 or, 6 clicks.... building a quality score".

        Video? .."Google helps [us] a lot with this, with video .... we have same standard as Google has.. it's easy for them to get it to us... "

        "we have search, display, social (Facebook & . ) and mobile video.. different ways of touching the user. We follow users showing search intent... image, rich media ..yes ..we are getting into this.....we want to position ourselves to the OPEN market..."

        "We are taking advertisers on. on a CPA basis. We own this network"

        Now Tex ...If Looksmart' ....have same standard as Google has' (and, I'm assuming Yahoo and other partners), it shouldn't be any great problem.

        Before having to do a 'back-flip' on the PEEK stance the Co had said (August 2, 2012) that ........"the Board believes that LookSmart is well positioned to capture the market opportunity of integrated Search and Display and the global opportunities for an independent integrated online advertising platform.

        The Board believes that LookSmart is capable of achieving growth and value based on LookSmart's significant investment in novel platforms and the substantial growth opportunities inherent in LookSmart's new product line."

        PEEK who would have had a good gander at things (after it became obvious to Looksmart - with it's 64% of shares, as issued), still had an their opportunity to 'back-out' of their Tender offer.to buy those shares.

        Instead, the amended Filing said, that: ("Mr. Onghai plans also to implement various corporate governance improvement initiatives and compliance measures designed to improve LookSmart's disclosure controls and procedures.")

        Who to believe? (I'm hoping for a miracle on Tuesday.)

    • Seeking,

      Yes I was referring to the ad network.

      As to the credibility of the 8-K, I suspect that the headcount numbers are accurate (not easy to fudge given that you have to report payroll to the IRS), and the cash numbers are likely to be accurate (generally, only Chinese companies fake their cash positions).

      The behavior of Dexheimer and the people heading for the exits is consistent with that you would expect with regime change imposed from the outside. My guess is you will see PEEK cut spending dramatically (and probably shut down the ad network) and therefore lay off a lot of Jean Yves buddies that he brought in to the company. He decided not to stick around for that funeral and jumped ship and so did the people that he brought into the company once they saw their sponsor head for the exits. It is quite possible PEEK will lay off everyone and use the shell and cash to get into a completely different business. That would be one of the options I would consider if I were in their shoes.

      I view what went on at LOOK as garden variety incompetence rather than an Enron style looting. If they were trying to loot something and siphon off the cash, there were far better targets to go after. I think Dexheimer's ego overwhelmed whatever judgment he has with respect to the effort to pursue the ad network business. I also suspect the board didn't want to sell at a small premium to cash (which was probably the best offer they received) and would rather just muddle through bleeding cash slowly rather than getting sued for a deal that appeared to not do much for shareholders. As you saw in this tender offer, they took the most passive path possible.

      • 1 Reply to equityval
      • [ equityval ]

        Thank you for both your replies that I will respond to, separately.

        [You have posted your view, that] .... "My guess is you will see PEEK cut spending dramatically (and probably shut down the ad network) and therefore lay off a lot of Jean Yves buddies that he brought in to the company."

        "Probably shut down the ad network"??

        I would strongly suggest to you that it has already been closed. And that in the post that you are replying to, I had already ventured to say that this (the ad network) is part of the business that I have said for such a long time now - Had to go!

        [Again] WHY?

        So as Looksmart could become that totally independent (neutral) entity in the conducting of it's prime objective - the (global) "Distribution Network business".

        In both your replies, you make NO MENTION (at all) of the (global) "Distribution Network business", equityval? Why is this so?

        Can you confirm with me that you ARE well aware of the (remaining) "Distribution Network business" (going forward), for Looksmart. - Are you permitted to tell me your own 'thoughts' on it (?), please.

        Yet, you write: "It is quite possible PEEK will lay off everyone and use the shell and cash to get into a completely different business. That would be one of the options I would consider if I were in their shoes."

        Do you (yet?) understand -all of what the "Distribution Network business", is about?

        I'd suggest to you that PEEK are now FULLY AWARE of all that has gone on (behind closed doors) and that (in its accumulating some 64% of shares, as issued - with over 8.5M from many 'unsuspecting' fools), Dexmier (and his 'board of deception'), have simply fallen on his/their own sword.

        I'll post this once more.

        PEEK (who would have had MORE than just a good 'gander' at things - only after it became obvious to Looksmart - that with it's 64% of shares, as issued - their 'game' had gaping 'holes in it' and was cleverly 'exploited' by opportunistic predators), still had the option or, their stated opportunity to 'back-out' of their Tender offer.to buy those ~8.5M shares. They clearly haven't.

        I am also very comforted by the amended Filing that says in part: ("Mr. Onghai plans also to implement various corporate governance improvement initiatives and compliance measures designed to improve LookSmart's disclosure controls and procedures.")

        And..."As you saw in this tender offer, they took the most passive path possible."

        What is it about 'controlling' 64% of the total shares, as issued - that you don't understand? Thus - it was the very reason for Looksmart's own "back-flip" (that's taking a passive path?), on it's amended advice to shareholders ("we're neutral". now?), in regards to Tendering their shares in the Offer.

        In my humble opinion, LOOK is (still) very much, a STRONG BUY

        Sentiment: Strong Buy

    • equityval is quite correct. Seeking is trumpeting the same old story that makes zero logical sense as always. The last release from the company is crystal clear and for once, accurate. The CEO came clean and told it as it is. The employees that left were key to the business and a very painful loss. They left because the business had no future. That's not speculation. It's absolute fact. The 22 [probably less now] that remain were in relatively junior positions and are perhaps those that can't easily walk into other jobs. LOOK simply won't replace those key individuals that left.

      Another big one that Seeking just doesn't seem to grasp is that there was never any magical open marketplace. Looksmart was all about search arbitrage. They made money serving arbitage businesses that bought cheap clicks from Looksmart and resold them to Yahoo. It's in the release - read it again if you need to. There is very little value in that position and all the more remarkable that the departing CEO would mention this fact in the last release. They had always been very careful not to admit to this reality, if only because Yahoo hate Looksmart with a passion and will not allow their partners to touch Looksmart traffic. There is effectively no business outside of this handful [and I mean handful] of arbitrage businesses. No-one else was interested in buying Looksmart traffic as it's simply not good enough quality to offer decent ROI. As a network that aggregates traffic from other tier2 bit players it was also plagued with fraud. Also as alluded to in the release, the core technology platform is on the verge of collapse. It was developed for Microsoft nearly a decade ago. It's no longer fit for purpose and the company can't rebuild it [no-one left to do it] or reliably support it. As it was core to the business it's fairly clear to see why there is really nothing left. It's sad but true. This is not an investment in a business with any kind of future.

 
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