Viacom vs. Blockbuster

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Tender is the plight. For Viacom (NYSE: VIA) shareholders, they have until October 5 to decide if they would like to offer up some -- if not all -- of their shares in exchange for a chunk of Blockbuster (NYSE: BBI). There are plenty of reasons to stay away from this deal. Blockbuster has only produced a pre-charge annual profit just once over the past five years. Sumner Redstone, Viacom's colorful chieftain and its majority investor, won't be swapping any of his shares for the video rental giant.

You also have to consider that despite all of the rhetoric that is being dished out through the more than 300 pages of the offering's prospectus, claiming that this deal is in the best interest of both companies, we know better. Viacom wanted to dump Blockbuster in a bad way. The deal had the retailer taking on more than $900 million in debt to pay out a ridiculously costly one-time dividend that fattened Viacom's coffers at the expense of Blockbuster.

Yet there is a Blockbuster that the market -- and even the parent that is fighting for its emancipation as it nudges it toward the door -- doesn't see. Yes, the company that Viacom once scooped up as an attractive cash cow has been giving investors reasons to beef in recent years. However, there are also reasons to get excited about the blue and yellow chain despite the share price that won't be enough to cover a pair of rentals.

For starters, after uninspired efforts, the company finally has a product worthy of competing against Netflix (Nasdaq: NFLX) in the explosive mail-order flick rental sector. The transition away from bulky VHS tapes to DVD discs has been a blessing for growing inventory levels while improving gross margins substantially. After seeing rival Hollywood Entertainment (Nasdaq: HLYW) grow sales by adding Game Crazy video game units inside existing locations, Blockbuster is cloning the move with its Game Rush store-in-a-store expansion.

And while no one is going to tap Blockbuster as the next eBay (Nasdaq: EBAY), it has become a leading player in swapping used DVDs and video games through its organic namesake store efforts as well as its acquisitions of Movie Trading Company and Gamestation.

Blockbuster is no longer preying on late fees to drive its bottom line. While just 8% of its customers are going with the Movie Pass option for unlimited film rentals, that will only continue to grow, which means more foot traffic.

There is a revival in Blockbuster taking place. Viacom doesn't see it. The market sure doesn't see it. Yet it's happening -- and soon the top and bottom lines will see it, too.

So which films are you looking to rent these days? What's in your online rental queue? Is your favorite flick of all time even out on DVD yet? All this and more in the Great Movies discussion board.

Longtime Fool contributor Rick Munarriz can't remember the last time that he's had to pay a late fee on a movie rental. He owns shares in Viacom and Netflix.