Over on that other forum, Ethan Skemp is trying desperately to claim to anyone who'll listen that White Wolf was not Acquired by CCP, which Ryan Dancey's recent statements about White Wolf would suggest, but rather that what happened was a "merger".

So, discuss and inform here: Merger or Acquisition?

But of course, this hides the more important question: if it was a Merger, does that mean that White Wolf is CCP's EQUAL partner? Or is this just more bullshit attempts at wordplay by the White Wolf swine to hide the fact that WW is now CCP's coffee-boy?

RPGPundit

Quote from: RPGPundit;345031Over on that other forum, Ethan Skemp is trying desperately to claim to anyone who'll listen that White Wolf was not Acquired by CCP, which Ryan Dancey's recent statements about White Wolf would suggest, but rather that what happened was a "merger".

So, discuss and inform here: Merger or Acquisition?

But of course, this hides the more important question: if it was a Merger, does that mean that White Wolf is CCP's EQUAL partner? Or is this just more bullshit attempts at wordplay by the White Wolf swine to hide the fact that WW is now CCP's coffee-boy?

Whenever I hear anybody saying "merger of equals", right away I see it is just PR crap.

For example, the merger of computer companies Hewlett-Packard and Compaq (back in 2001-2002) was touted as a "merger of equals".  In reality, Compaq not longer exists today.  Even changing the merged company's stock ticker symbol to HPQ didn't fool anyone.  Looking at Compaq's annual reports before the merger, it looked like a company that was dying.

Acquisition.

Seanchai

Quote from: RPGPundit;345031Over on that other forum, Ethan Skemp is trying desperately to claim to anyone who'll listen that White Wolf was not Acquired by CCP, which Ryan Dancey's recent statements about White Wolf would suggest, but rather that what happened was a "merger".

To clarify somewhat, here on TheRPGsite, Pundit is desperately trying to make out that Ethan Skemp is flailing about in an attempt to cover up the truth about of the death of WW, because Pundit has a personal agenda. Over on RPGnet, Ethan Skemp had this to say:

'Most people probably don't know that we were already looking for a computerized partner at the time. As in, someone we could work very closely with instead of just letting them do their thing and tossing out approvals on our end.

The merger happened because we found CCP, who already had many people on staff who liked our stuff, who had similar general ideas of what they liked in gaming, and (this is really significant) could close out bars with their drinking prowess. Our company cultures was so close to one another already that the merger just made sense.

I know there are some folks out there who insist on referring to it as a "buyout" because that's awfully close to "sellout," or whatever. These people are what you would call "not objective," and also "incorrect."'

That's hardly what I would call "trying desperately" to do anything. He also never denied that CCP was the larger party in the merger (since merger do not need to be, and indeed very rarely are, mergers of two equal sized companies). Given that 'merger' is a technical term, that both parties evidentally gained from the merger, and that Pundit's depiction of events already makes me disinclined to dance to his tune, I'm going to say that I have no problem believing Ethan Skemp on this one.

Right but the point is that Ryan Dance was IN NO WAY WRONG to describe WW as an "Imprint", was he?
Contrary to what Mr.Skemp and various others on RPG.net are trying to pretend.

RPGPundit

Quote from: RPGPundit;345066Right but the point is that Ryan Dance was IN NO WAY WRONG to describe WW as an "Imprint", was he?
Contrary to what Mr.Skemp and various others on RPG.net are trying to pretend.

Wonder if the workplace there is still divided by (former) company factions, where one side is still indignant at their company being perceived to have been "taken over".

Well, sure, but I get the feeling Dancey was referring to WW in the context that tabletop gaming is a legacy business.  Basically just recognizing the fact that we're a dying breed and the companies associated with our market aren't something that will be significant in the future of gaming.  Even if it was a merger, WW is just a drop in the bucket compared to the revenue something like EVE generates.  But the same could be said about D&D when compared to WotC's other lines like Magic.  Of course they won't release any hard numbers about 4e's performance, so who the hell knows.

QuoteWonder if the workplace there is still divided by (former) company factions, where one side is still indignant at their company being perceived to have been "taken over".

Speculation, and from all accounts it sounds like they've gained back employees who left before the merger even happened.

"Merger" is just the polite way to say "acquired"

It's like saying "making love" instead of "ass fucking".

Quote from: RPGPundit;345066Right but the point is that Ryan Dance was IN NO WAY WRONG to describe WW as an "Imprint", was he?
Contrary to what Mr.Skemp and various others on RPG.net are trying to pretend.

RPGPundit

Ethan Skemp has not denied that WW is an imprint of CCP. In fact, no one has. Some people, but notably not Mr. Skemp, have raised the issue of what an imprint technically is, but that's not evidence that Ethan Skemp is "trying desperately to claim" anything.

Quote from: Spinachcat;345109"Merger" is just the polite way to say "acquired"

It really isn't. From a legal and accounting perspective the two are very different. Of course, a merger can be a hostile action, and indeed an acquisition can be entirely welcomed by the target company, but that's not under discussion here. By all accounts, the deal was structured as a merger and was welcomed by both parties.

Quote from: Trevelyan;345147From a legal and accounting perspective the two are very different. Of course, a merger can be a hostile action, and indeed an acquisition can be entirely welcomed by the target company, but that's not under discussion here. By all accounts, the deal was structured as a merger and was welcomed by both parties.

It would be quite telling if the full details of the merger/acquisition was publicly documented on the record.

Was it a stock-for-stock or cash-for-stock transaction, or some combination of the two?  If it was a combination, what percentage was the cash component per share?

Did they use pooling or purchase accounting?  In the case of purchase accounting, how exactly are they dealing with the goodwill?

Based upon my experience with banking mergers, I find the concept of "merger of equals" to the result of marketing's attempt to placate the customers of the small company.  Any big customers of the acquiring company that are concerned are privately told that the bigger company is totally in control.

Quote from: Trevelyan;345147From a legal and accounting perspective the two are very different.

How? It's mostly a difference in psychology and percentage of shares vs. cash.  But, for the most part it's the same thing.  Usually, a merger results in both companies surrendering stock in exchange for shares in a new third company.  Has that happened here?

In my experience, when a deal is made between two companies on friendly terms, they call it a merger, even if it was a buy out.  

I'd guess this was a buy-out, and WW will probably see some departments laid off, like their accounting and marketing people, and maybe some tech support and sys admin people and the like.  But nobody will know, except folks at the top, until the hammer falls.

Quote from: Mistwell;345193How? It's mostly a difference in psychology and percentage of shares vs. cash.  But, for the most part it's the same thing.  Usually, a merger results in both companies surrendering stock in exchange for shares in a new third company.  Has that happened here?

Honestly? We don't know.

And I'm not saying that this necessarily was a merger in the strict sense (that the combined entity still uses the name CCP suggests it may not have been, but that's not conclusive in itself), it could easily have been an amicable acquisition. I'm really making two points, or perhaps three.

The first is that Pundit's opening post was entirely misleading and apparently born of his own well established prejudice against the company in question. Ethan Skemp wasn't desperately trying to do anything, he made a couple of posts in a fairly long thread in response to something that someone else had said.

The second is that there is a technical distinction between a merger and an acquisition, albeit one which is often overlooked. We lack the information to deterine which was the case with WW.

As a third point, we might consider that if the technical distinction between a merger and an acquisition is often overlooked, but the modern convention is to consider the willingness of the target as indicative that a trasaction was a merger then this case most certainly fits the bill. Thus those who believe there to be no meaningfull technical distinction between the two should be more willing to conclude that this was a merger, and not less willing as they have been.

Isn't this like.... three... four year old news?  Maybe older?

Or am I having premonitions again?

Quote from: RPGPundit;345031Over on that other forum, Ethan Skemp is trying desperately to claim to anyone who'll listen that White Wolf was not Acquired by CCP, which Ryan Dancey's recent statements about White Wolf would suggest, but rather that what happened was a "merger".

So, discuss and inform here: Merger or Acquisition?

But of course, this hides the more important question: if it was a Merger, does that mean that White Wolf is CCP's EQUAL partner? Or is this just more bullshit attempts at wordplay by the White Wolf swine to hide the fact that WW is now CCP's coffee-boy?

RPGPundit

Meh ... it would matter more to me if WW hadn't completely screwed it's fans. Though, I would say acquisition fits best here.