Back in May we mentioned that three subscribers/shareholders of Napster had launched an improbable proxy fight hoping to get themselves representation on the company’s board. That still looks like a pretty tall order for the trio, though they’ve filed an interesting analysis on why they’re pressing their case. The core argument: Napster’s market value is basically zero (market cap minus saleable assets), yet CBS (NYSE: CBS) paid $280 million for Last.fm. Given that Napster should be able to do everything Last.fm can do and more, and it actually has real paying customers, the company should be valued higher. The fact that it’s not valued higher, say the shareholders, is due to a “lack of confidence in governance.”
By their math, even if you just valued Napster by breaking it up — selling all its assets and paying off its liabilities — the company would be worth $1.79 per share, compared to the $1.45 per share, or $69 million market value it trades at now.
The comparison to Last.FM is what’s interesting though, because it gets to this whole issue of valuing profit-less startups with fresh brands and a lively community (a boat lots of startups find themselves in). We don’t know how Last.FM would trade if it were public. It’s certainly possible that it would not be valued at the $280 million CBS paid for it. On the other hand, we can see why Napster couldn’t sell out for that much, given its shaky financials, non-community of paying subscribers, and a brand that carries very little cachet, unlike Last.FM. CBS obviously felt that it had a platform that could be built with Last.FM, something it probably wouldn’t get from buying a company like Napster (NSDQ: NAPS). As much as shareholders might like to make an apples-to-apples comparison, there are all kinds of factors making that tough. What is clear: Napster’s strategies so far haven’t paid off.