Is paid-search pioneer Miva (NASDAQ:MIVA) for sale? Might there be bidders for its headquarters as well as its listings? A few weeks ago, fellow Foolish contributor Rick Munarriz suggested that the formerly named Findwhat.com might be one of a number of players that Google (NASDAQ:GOOG) might consider gobbling in the aftermath of its secondary offering that has its bank account stuffed with more than $7.6 billion. Rick also named a few others here that might be possible plays.
So why do I ask now whether Miva's a target? Because on Friday, while most of the country was still recovering from its tryptophan-induced coma, Miva was filing a report with the Securities and Exchange Commission expanding the number of executives covered by its change-of-control agreements.
I've become a big fan of Michelle Leder's blog, footnoted.org, which routinely dives into the footnotes of the reports that companies file with the SEC. It's in the footnotes where companies often hide all sorts of unpleasantries they don't want investors to know about because so few of us actually take the time to read them. Her book Financial Fine Print serves as a great reminder to dive into the 8-point typeface to get the real information as to what's going on with a company. Now, in addition to Michelle's blog, company footnotes have become required reading for me. Often tedious, sometimes arcane, the footnotes are where I've since found a host of interesting tidbits about companies in which I own stock.
But sometimes things are hidden in plain sight, too. Such is the case with Miva's change-of-control plans, which reward executives if their company is taken over. Leder has reported that expanding the number of people covered by senior management severance plans is usually a good indication that buyouts are on the horizon, and she points to Maytag (NYSE:MYG) and WellChoice (NYSE:WC) as two recent examples.
Miva's filing begins by mundanely setting the base pay of the senior vice president and general manager of the company's North American operations, the chief technology officer, and the chief marketing officer. It then goes on to reveal that they are also now covered by a change-of-control plan should Miva get bought out and are prohibited from competing against the company for a one-year period. You wouldn't realize that any of this information was new until you go back to Miva's proxy statement filed in May, where only the CEO, president, chief strategy officer, and CFO are covered by the agreement. The new filing nearly doubles the number of executives covered.
Considering the stock's lackluster performance since it was chosen as one of the Fool's Stocks 2004 selections -- one of only a handful of that class to underperform the market since it was chosen -- it could prove to be a cheap acquisition for someone looking to expand the company's presence both here and in Europe.
We don't have conclusive proof that Miva is shopping itself like one of its own paid listings, but don't be surprised if, while you're eating your third helping of Thanksgiving leftovers, Miva gets a "sold" sign slapped on its headquarters' front door.
And you won't have to look in the footnotes for that announcement, either.
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Fool contributor Rich Duprey does not own any of the stocks mentioned in this article.
